(Translation) Opinion of the Company Regarding the Tender Offer for Delisting of Securities (“Form 250-2”) of

Thai Property Public Company Limited

The Offeror:

Property Perfect Public Company Limited

The Independent Financial Advisor of Securities Holders:

Beyond Advisor Company Limited

September 28, 2016

Thai Property Public Company Limited - Translation - Form 250-2

Table of Contents Page 1. The status of the Company in respect of past and projected operating results and 3 assumptions used for projection 1.1 Company profile 3 1.2 Revenue structure 8 1.3 Industry overview 9 1.4 Shareholder structure 16 1.5 Board of Directors 16 1.6 Summary of financial position and operating results 18 2. Opinion on the accuracy of the Company’s information contained in the tender offer 30 document 3. Any relationship or agreement between the Company’s director/s, whether on his/her/their 30 own behalf or in his/her/their capacity as the Company’s director/s or as the Offeror’s representative/s, and the Offeror, including the shareholding by the Company’s director/s in the Offeror’s juristic entity and any contract or agreement made or to be made between them (regarding matters such as administration, etc.) 3.1 Any relationship or agreement between the Company’s director/s and the Offeror 30 3.2 Shareholding by the Company’s directors in the Offeror’s juristic entity 30 3.3 Mutual agreements or contracts 30 3.4 Related party transactions 31 3.5 Management structure after the tender offer 31 4. Opinion of the Company’s Board of Directors to the securities holders 32 4.1 Reasons to accept and/or reject the tender offer 32 4.2 Opinion and reasons of the individual directors and the number of shares held by 33 them (only in case the Board of Directors’ opinion in 4.1 is not unanimous) 4.3 Benefits or impacts from the plans and policies indicated by the Offeror in the 33 tender offer and viability of such plans and policies 4.4 Additional opinion of the Company’s Board of Directors (only in case of a tender 34 offer for delisting under the SET regulations) 4.5 Others 36 5. Opinion of the Independent Financial Advisor on the offering price 38 5.1 Profile of the Offeror 38 5.2 Reasonableness of the offering price for the ordinary shares 45

Opinion of the Company on the tender offer for securities of the Company Page i Thai Property Public Company Limited - Translation - Form 250-2

5.3 Reasons to accept and/or reject the tender offer 101 5.4 Benefits or impacts from the plans and policies indicated in the tender offer and 104 viability of such plans and policies 5.5 Benefit to and impact on the shareholders who reject the tender offer (only in 105 case of a tender offer for delisting under the SET regulations) 5.6 Conclusion of the IFA’s opinion 105

Opinion of the Company on the tender offer for securities of the Company Page ii Thai Property Public Company Limited - Translation - Form 250-2

Form 250-2 Opinion of the Company on the Tender Offer for Securities

September 28, 2016

To Securities Holders of Thai Property Public Company Limited

On September 21, 2016, Thai Property Public Company Limited (hereinafter referred to as “the Company” or “TPROP”) received a copy of the tender offer statement to purchase securities of the Company (“Form 247-4”) from Property Perfect Public Company Limited (“the Offeror” or “PF”), the details of which are as follows:

No. of securities offered to No. of securities offered to purchase purchase as % of Type of securities Shares/Units Voting rights Total securities Total voting Offer price Value of tender sold of the rights of the per unit offer Company Company (Baht) (Baht) Ordinary shares 3,193,185,471 3,193,185,471 100.00 100.00 0.84 2,682,275,795.64 Preferred shares ------Warrants ------Convertible debentures ------Other securities (if any) ------Total 100.00 Total 2,682,275,795.64

The tender offer period is a total of 45 business days from September 22, 2016 to November 24, 2016 between 9:00 a.m. and 4:00 p.m. of each business day of the Tender Offer Agent. Such offer price is the final offer which shall not be changed and such tender offer period is the final period which shall not be extended, unless the following conditions arise: - The Offeror may reduce the offer price or extend the tender offer period if any event causing a severe damage to the status or assets of the Company occurs during the tender offer period. - The Offeror may change the offer or extend the tender offer period to compete with another offeror who has submitted a tender offer for securities of the Company during the tender offer period.

Moreover, the Offeror may cancel the tender offer upon the occurrence of any of the following events: - Any event or action occurring after the submission of the tender offer by the Offeror to the Office of the Securities and Exchange Commission (“SEC”), but before the end of the tender offer period, which

Opinion of the Company on the tender offer for securities of the Company Page 1 Thai Property Public Company Limited - Translation - Form 250-2

causes or may cause severe damage to the status or assets of the Company, where such event or action is not a result of the Offeror’s action or action for which the Offeror is held liable; or - Any other event which causes the application for delisting of the Company’s shares from the Stock Exchange of Thailand (“SET”) to be canceled.

The Company has considered the tender offer proposal under Form 247-4 dated September 21, 2016, with due regard paid to the interest of the securities holders, and would like to render our opinion as follows:

Opinion of the Company on the tender offer for securities of the Company Page 2 Thai Property Public Company Limited - Translation - Form 250-2

1. The status of the Company in respect of past and projected operating results and assumptions used for projection

1.1 Company profile

1.1.1 Background

Thai Property Plc. (“the Company” or “TPROP”) was founded on January 15, 1985 under the name of “Rattana Real Estate Co., Ltd.” to engage in real estate development business, including development of properties such as townhouse and single-detached house, as well as land development for sales. TPROP was approved to be a listed company on the SET in 1990. On July 6, 2005, the Company registered a change of its name to “Thai Property Public Company Limited,” using the stock symbol “TPROP.” The Company currently has a registered capital of Baht 3,353,702,060, divided into 3,353,702,060 ordinary shares at a par value of Baht 1.00 per share, with a paid-up capital of Baht 3,193,185,471.

At the early stage, TPROP developed real estate projects under the name of “Sinthorn Project” and “Saranrom Project.” In 1993, the Company developed a large shopping mall project located at Pratunam intersection in the name “Pratunam Center Project” which consisted of one shopping mall (Podium) and three towers. However, TPROP was hit by the economic crisis in 1997, thus resulting in the project being suspended. In 2002, the Company decided to transfer the leasehold right of land and buildings of such project to Great China Millennium (Thailand) Co., Ltd. to complete the building construction. In return for this, the Company received compensation in form of cash and leasehold right of a shopping complex worth Baht 1.5 billion, preferred shares in a joint venture company totaling Baht 300 million, and leasehold right of Tower B building in Pratunam Center Project.

In October 2010, the Company closed the deal in making full divestment of its shares in Great China Millennium (Thailand) Co., Ltd., including preferred shares and leasehold right of condominium. In addition, the Company received the remaining debt repayment according to the reciprocal agreement from Great China Millennium (Thailand) Co., Ltd. It therefore used the proceeds from such divestment and debt repayment for investing in ordinary shares and right to claims on principal and interest of promissory notes issued by Pacific Estate Development Co., Ltd. (“PED”) and also for purchasing ordinary shares in Grande Asset Hotels and Property Plc.

In 2015, the Company changed its major shareholder to PF, which acquired the ordinary shares from existing shareholders thereby leading PF to own 2,863,274,022 shares or 89.67% of the total number of issued shares of the Company.

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As the Company suffered severe liquidity shortage and recorded operating losses for over three consecutive years, it has currently faced a possible delisting due to operations or financial conditions (Non Compliance and Non Performing Group: NC & NPG) in stage 3 as per the SET notification since July 3, 2006. However, the SET granted an extension of the period for eliminating causes of delisting until March 31, 2017.

1.1.2 Structure of the group

Thai Property Plc.

100.00% 100.00% 100.00%

Metro Premier Pacific Estate Scenery Peak Ltd. 1 Holding Co., Ltd. Development Co., Ltd.

5.09% 35.53%

Grande Asset Hotels and Property Plc.

100.00% Grande Equity Development Co., Ltd.

100.00% Honor Business Co., Ltd.

100.00%

Owendelle Co., Ltd.

Note: 1 The Board of Directors of the Company passed a resolution on February 24, 2014 to accept the entire business transfer of Metro Premier Holding Co., Ltd. and then to dissolve and liquidate Metro Premier Holding Co., Ltd., of which the process is currently underway.

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Profile of subsidiaries and related companies is as follows: Registered Paid-up capital Shareholding capital proportion Company name Nature of business (Baht million) (Baht million) (%) Pacific Estate Development Rental of two office buildings, i.e. 600.00 600.00 100.00 Co., Ltd. (“PED”) One Pacific Place and Two Pacific Place Scenery Peak Ltd. (“SCP”) General investment USD 50,000 USD 50,000 100.00 Metro Premier Holding Co., General investment 5.00 5.00 100.00 Ltd. (“MPH”)1 Grande Asset Hotels and Hotel business with the ownership of 2,889.04 2,889.04 40.622 Property Plc. (“GRAND”) leasehold right of land and buildings of the Westin Grande Sukhumvit Hotel, rental of shopping plaza, and real estate development Grande Equity Hotel and real estate development 250.00 250.00 100.003 Development Co., Ltd. business Honor Business Co., Ltd. Hotel business with the ownership 500.00 500.00 100.003 right of land and buildings where Sheraton Hua Hin Resort and Spa Hotel is located Owendelle Co., Ltd. Hotel business with the ownership of 280.00 280.00 100.004 leasehold right of land and buildings of Sheraton Hua Hin Pranburi Villas Note: 1 The Board of Directors of the Company passed a resolution on February 24, 2014 to accept the entire business transfer of Metro Premier Holding Co., Ltd. and then to dissolve and liquidate Metro Premier Holding Co., Ltd, of which the process is currently underway. 2 The shares are held by Metro Premier Holding Co., Ltd. at 35.53% and by the Company at 5.09% of the total paid-up capital. 3 The shares are held by Grande Asset Hotels and Property Plc. 4 The shares are held by Honor Business Co., Ltd.

1.1.3 Business overview

The Company has engaged in real estate development business since its inception, starting with development of horizontal residential properties such as single-detached houses, townhouses and vacant land development for sale. The projects that have been completed are as follows:

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Project Status 1. Sinthorn – Happy Land Projects All projects have been completed and transferred. (Saranrom 1, 2 and 3) 2. Sinthorn – Rangsit Projects All projects have been completed and transferred. (Saranrom 4, 5 and 6) 3. Sinthorn – On Nuch Project The whole project has been completed and transferred. Part of the project was transferred to the creditors for debt payment according to the debt restructuring agreement due to the financial crisis in 1997. 4. Sinthorn – Mahachai Project The project was partially completed but not yet transferred. It was later transferred to the creditors for debt payment under the debt restructuring agreement due to the economic crisis in 1997. 5. Pratunam Center Project The project was partially completed. Later, the Company transferred ownership right on buildings and leasehold right of land to Great China Millennium (Thailand) Co., Ltd., a newly established joint venture company, to complete the construction. The Company, in return, received compensation in form of cash and leasehold rights of a shopping complex worth Baht 1.5 billion, preferred shares of the joint venture company totaling Baht 300 million, and leasehold right of Tower B building in the project. In October 2010, the Company closed the deal in making full divestment of shares in the joint venture company, including preferred shares and leasehold right of Tower B building.

Currently, most of the Company’s core businesses are operated through its subsidiaries, divided into three main business lines as detailed below:

(1) Office building for rent business The Company operates this business through PED, its subsidiary which engages in rental business of two office buildings, namely One Pacific Place and Two Pacific Place, details of which are as follows:

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Description One Pacific Place Two Pacific Place Location No. 140 Sukhumvit Road, No. 142 Sukhumvit Road, Khlong Toei Sub-district, Khlong Toei Sub-district, Khlong Khlong Toei District, Bangkok Toei District, Bangkok 10110 10110 Net office space for rent (square meter) 15,202 21,440 Occupancy rate 96% 100% Rental rate (average) Baht 545/square meter Baht 537/square meter Number of floors 19 30 Parking lot 241 cars 368 cars

(2) Hotel business The Company operates this business through GRAND, its subsidiary. There are three hotels in operation, one hotel under construction, and one under detailed project study, details of which are as follows: Hotel name Status Location Type of No. of No. of Average hotel floors rooms occupancy The Westin Grande In operation At the entrance 5-star 25 362 74% Sukhumvit Hotel to Soi hotel Sukhumvit 19, Bangkok Sheraton Hua Hin In operation Cha-Am District, 5-star 2 240 72% Resort and Spa Hotel Phetchaburi hotel Province Sheraton Hua Hin In operation Pran Buri District, 5-star 1 53 pool 44% Pranburi Villas Prachuap Khiri hotel villas Khan Province Hyatt Regency Bangkok Under At the entrance 4-star 28 Approx. N/A Sukhumvit Hotel construction to Soi hotel 273 Sukhumvit 13, Bangkok Hotel in Rayong Under Klaeng District, 5-star 3-6 150 N/A detailed study Rayong Province hotel

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(3) Real estate development business The Company and its subsidiary have four real estate projects under selling and/or development process and the other four under detailed project study, as follows: Project name Status Type of project Location No. of No. of floors remaining rooms Hua Hin Blue Lagoon Under ownership Residential Cha-Am District, 3 6 transfer to buyers condominium Phetchaburi Province The Trendy Under ownership Commercial & Soi Sukhumvit 13, 32 2 transfer to buyers office Bangkok condominium Hyde Sukhumvit Soi 13 Under ownership Residential Soi Sukhumvit 13, 40 12 transfer to buyers condominium Bangkok Hyde Sukhumvit Soi 11 Under construction Residential Soi Sukhumvit 11, 39 476 condominium Bangkok Villa Project in Rayong Under detailed Residential Klaeng District, 1 – 2 45 study condominium Rayong Province High-Rise Condominium Under detailed Residential Klaeng District, 34 and 37 295 in Rayong study condominium Rayong Province Low-Rise Condominium Under detailed Residential Klaeng District, 5 70 study condominium Rayong Province Condominium on Under detailed Residential Soi Sukhumvit 30, 8 196 Sukhumvit 30 study (in case the condominium Bangkok land is not sold)

1.2 Revenue structure

2013 2014 2015 6M ended June 30, 2016 Revenue Baht million % Baht million % Baht million % Baht million % Revenue from hotel business 996.29 59.13 824.07 15.81 1,052.31 62.60 537.67 61.16 Revenue from real estate 209.52 12.43 4,045.45 77.61 286.51 17.04 178.72 20.33 development business Revenue from rental and related 245.42 14.57 273.24 5.24 288.25 17.15 141.89 16.14 service business

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2013 2014 2015 6M ended June 30, 2016 Revenue Baht million % Baht million % Baht million % Baht million % Surplus on equity interest in net fair 147.92 8.78 ------value of subsidiaries Other income 85.80 5.09 70.07 1.34 53.85 3.21 20.86 2.37 Total revenues 1,684.96 100.00 5,212.83 100.00 1,680.91 100.00 879.13 100.00

1.3 Industry overview

1.3.1 Office building for rent business

According to the information from an appraisal report on the Pacific Place office building prepared by The Valuation & Consultlants Co., Ltd. (“V&C”), it is found that in 2015 the office building for rent declined with the total lettable area of 8.46 million square meters as a result of the increase in office buildings which ceased to lease in Ploenchit, Chidlom and Thonburi for their own use. However, it was expected during the next four years, accumulated supply may rise as a result of the new supply in Ratchadaphisek, Phaholyothin, Silom- Sathorn, Ploenchit-Chidlom and Sukhumvit areas.

The occupancy rate in 2015 rose in almost all areas. According to the information from V&C, Rama 3 area earned the highest growth of 8% to 81% attributable to a reduction on rental rate in certain buildings to attract new demand coupled with an expansion of production base of the logistics business in the area, resulting in an overall increase in the occupancy rate. This was followed by Thonburi area whose occupancy rate grew by 4% to 93%, followed by Phahon Yothin, Phloenchit-Chitlom, and Ratchadapisek areas whose occupancy rates grew by 3% to 95%, 92% and 90%, respectively. The occupancy rate of Silom-Sathorn area increased 2% to 90% while that of Phayathai and outer Sukhumvit areas rose by 1% to 95% and 87%, respectively. The occupancy rate in Sukhumvit area maintained at 91%. There was only Nothaburi area whose occupancy rate dropped by roughly 7% to about 91% since the leasing agreements of anchor tenants in certain projects expired while the projects were under renovation and had not procured new tenants. According to Colliers, as at the end of quarter 2 of 2016, grade A office buildings in all locations have been almost fully occupied. Demand for office space is primarily spurred by business expansion of companies located in Bangkok and opening of office in Thailand by international firms.

According to the information from V&C, overall rental rates of office buildings in 2015 grew by 3.4% year-on-year on average, or the increase of Baht 19/square meter, to Baht 567/square meter. Comparing with the same period last year, rental rate increased in almost all areas as follows:

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- Rental rate in outer Sukhumvit area increased 8% to Baht 414/square meter attributable to rent adjustment in several buildings particularly on Bangna-Trad KM 1-8 Road where demand rose due to BTS access into Bangna area. - Rental rate in Thonburi area increased 6% to Baht 423/square meter mainly attributable to rent adjustment after a completion of building renovation. - Rental rate in Sukhumvit area increased 5% to Baht 647/square meter. - Rental rate in Silom-Sathorn area increased 4% to Baht 720/square meter. - Rental rate in Ratchadapisek and Phaholyothin areas increased 3% to Baht 607/square meter and Baht 535/square meter, respectively. - Rental rate in Ploenchit-Chidlom, Phayathai and Nonthaburi areas increased 2% to Baht 792/square meter, Bahat 660/square meter and Baht 481/square meter, respectively. - Rental rate in Rama 3 area declined by 1% to Baht 389/square meter due to rent reduction of certain Grade A buildings to maintain their competitiveness in the market.

1.3.2 Hotel and tourism business

Hotel and tourism business plays a significant role in the country’s revenue generation. In 2015, with a calmer political climate and the revocation of Martial Law, there were no other internal factors that would adversely affect Thai tourism. Rather, stimulus packages were launched by allowing individual and juristic persons to deduct expenses on traveling and seminars from their taxable income. However, hotel and tourism industry was hurt by slow growth in global economies such as Russia, Europe, Japan and China, which are Thailand’s major visitors and target groups. The local hotel industry was also hit by fierce competition spurred by business expansion of existing players and new entrants to the market.

The number of foreign tourists in 2015 soared year-on-year by approximately 20.44%. Most of them were Chinese visitors, accounting for roughly 26.55% of the total number of foreign tourists visiting Thailand in 2015. Summary of the number of foreign tourist arrivals in Thailand in 2015 is as follows: No. of tourists % y-o-y change Chinese 7,934,791 71.14 Malaysian 3,423,397 30.99 Japanese 1,381,690 8.98 South Korean 1,372,995 22.31 Laotian 1,233,138 17.00 Indian 1,069,149 14.64 British 946,919 4.30

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No. of tourists % y-o-y change Singaporean 937,311 11.04 Russian 884,085 -44.97 US 867,520 13.62 Others 9,830,096 8.49 Total 29,881,091 20.44 Source: Department of Tourism

Number of foreign tourists by quarter during 2010 – Q2/2016 10,000

's) 8,000

000 ( Quarter 1 6,000 Quarter 2 4,000 Quarter 3

2,000 Quarter 4 Number of foreign tourists foreign Number of - 2010 2011 2012 2013 2014 2015 2016

Source: Bank of Thailand

The above statistics indicate that hotel and tourism business was seasonal in nature. Peak periods were in quarter 1 and quarter 4, while the number of guests gradually dropped in quarter 3 and quarter 2, except the irregularity in quarter 4 of 2011 when the flood crisis erupted and shook tourists’ confidence.

In 2015, Thai tourism business expanded dramatically, helped by improvement in local political climate and ongoing growth in number of Chinese visitors, which made up 26.55% of the total number of foreign tourists visiting Thailand in 2015 and were followed by tourists from Malaysia, Japan and South Korea respectively. Moreover, the opening of Terminal 2 at Don Mueang International Airport in December could boost the airport’s capacity from 18.5 million passengers/year to 30.0 million passengers/year to cope with growth in number of passengers flying with budget airlines.

Nonetheless, Thai tourism in 2015 was adversely affected by Russia’s economic woe and weakening ruble. As the main destinations for Russian visitors, Pattaya and Phuket were the most affected areas.

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Regarding tourism business in Rayong, this province is one of the high potential tourist destinations since it could boast a variety of natural attractions such as coastal beaches, groups of islands, especially the Samet Archipelago, forests, mountains, rivers, orchards and mangrove areas, including historic, archeological, religious and cultural places. The government sector’s transport policy helps to provide more convenience for tourism. Particularly, after the change of U-Tapao International Airport to a commercial airport in June 2015, the low-cost Air Asia airline has introduced a new international route between U-Tapao and China, thus enabling Chinese visitors to more easily travel to and from Rayong. However, a majority of tourists to Rayong, or more than 80%, still are local visitors and none of the large hoteliers, except Dusit Thani and Imperial Groups, have yet started a business there. In 2015, the overall tourism industry, including hotel business in Rayong, was hurt by world economic slowdown, as evident from a declining number of Russian and Japanese tourists who are the main visitors and the target groups.

Based on the Bank of Thailand’s business outlook report, the tourism business in Q2/2016 could expand from the previous quarter and the occupancy rate hit a record high when compared with the same quarter in the past 10 years, thanks to a growing number of foreign tourist arrivals from China, Europe and Russia. This was attributed to expansion of low-cost airlines, including direct flights between China and Samui Island. Local tourists increased as well, partly due to the government sector’s tourism stimulus measures such as tax incentives for tourism and local seminar promotion. Such tourism expansion relatively resulted in ongoing growth in related industries such as restaurant and hotel businesses.

1.3.3 Real estate development business

Real estate market in late 2014 remained affected by various risk factors prevailing from the year before, especially the unstable economic recovery. In addition, financial institutions became more stringent and cautious in their housing loan approval, which subsequently deterred property investment and buying decision. Also, real estate market has still been impacted by investment factors, i.e. land price, labor cost, and building material cost which were on a rising trend. Nonetheless, the government in late 2015 introduced real estate stimulus measures such as a monetary policy to relax housing loan approval and a residential transaction fee reduction measure by cutting ownership transfer fee and mortgage registration fee, including tax incentive measure by allowing homebuyers with value not exceeding Baht 3 million to deduct 20% of their home value from their personal income tax for a period of five years. The residential real estate can be divided into two types, i.e. horizontal project such as single-detached house, duplex house and townhouse; and vertical project which is condominium.

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Horizontal real estate projects

Total number of single-detached houses available for sale and number of units sold Units 70,000 51,942 55,077 52,087 51,476 60,000 44,912 49,236 49,236 46,537 48,455 50,000 41,004 40,719 40,000

30,000

39,538

38,073

37,361

38,787

35,562

37,531 37,531

34,589 25,248

20,000 37,852 31,391

10,000

15,539

15,471

14,115

13,869

13,300

12,893

9,613

11,948 11,705

0 11,705 7,060 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Sales Excess Supply Total

Source: Research and Development Department, Plus Property Co., Ltd.

In 2015, the single-detached houses with prices ranging between Baht 3.00 million and Baht 4.99 million remained the major type of property, with number of units offered for sale accounting for 41.56% of the total market, followed by the single-detached houses with prices between Baht 5.00 million and Baht 6.99 million, accounting for 27.83%, and those in the Baht 7.00 million - Baht 9.00 million price range, making up 16.18%. Total number of single-detached houses sold in 2015 was 15,471 units, increasing by 2,578 units or 20.00%, while the accumulative supply dropped by 10,314 units or 29.00% to 25,248 units. The decline in supply was seen in houses of all price levels, except those in the Baht 10.00 million - Baht 19.00 million price range which showed an increase in number of units available for sale. This was because of the high household debts of medium- to low-income earners, which accordingly prompted developers to focus more on the upscale property development.

Total number of townhouses available for sale and number of units sold Units 70,000 67,945 62,855 62,210 52,779 53,096 60,000 47,718 48,963 45,237 50,000 38,101 33,476

40,000 30,286 40,983

39,707

38,617 28,728

30,000 32,618

29,884 25,023

20,000 34,538

27,475 20,199

10,000 15,617

26,962

24,368

23,593

23,148

20,214

20,161

17,834

14,669 14,425

0 13,277 10,626 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Sales Excess Supply Total

Source: Research and Development Department, Plus Property Co., Ltd.

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In late 2015, townhouse market condition favorably improved, following the recovery of political situation. In addition, there were encouraging factors from public sector’s investment in various projects and the retaining of interest rate at 1.50% to stimulate the economy. As a consequence, sales of townhouses went up in all locations, especially the Eastern area due to its easy access to CBD and the progress of BTS Dark Green Line project development. Townhouses with prices ranging between Baht 1.00 million and Baht 2.99 million offered the highest number of units for sale, accounting for 65.05% of the total market, followed by townhouses with prices between Baht 3.00 million and Baht 4.99 million, accounting for 27.42%, and those priced at Baht 5.00 million or more, amounting to 7.21%. For townhouses with prices below Baht 1.00 million, there were only 172 units for sale and sales plunged by about 95.00% from the previous year. It might be because of the rising land price of townhome at such price level. In addition, as the projects were located far from the communities, it was difficult to develop; hence a slowdown in demand. Total number of townhouses sold in 2015 was 24,368 units, growing year-on-year by about 4,207 units or 20.86%. The accumulative supply dropped by 3,890 units to 28,728 units in 2015 due to an increase in sales of townhouses in all areas.

Vertical real estate projects

Total number of condominium units available for sale and number of units sold Units 175,000 154,990 150,941 165,149

140,000 106,068

105,000 88,970 81,317 77,715

69,257 101,487 55,139 55,502 60,999 56,158 89,863

70,000 40,853

39,528 43,520

35,000 29,677

32,165

26,236 28,295

77,275

24,507

65,215

63,662

61,078

37,797 49,442

0 28,834

39,580

28,903 27,863 2005 200630,995 2007 2008 2009 2010 2011 2012 2013 2014 2015 Sales Excess Supply Total

Source: Agency for Real Estate Affairs Co., Ltd.

The condominium market in late 2015 saw a drop in number of new units offered for sale in order to reduce the units overhanging in the market, particularly in Phayathai and Phahon Yothin areas where the number of units offered for sale shrank by the sharpest rate of 65% and 50% year-on-year respectively. The CBD (Phloenchit-Chitlom and Silom-Sathon) and Nonthaburi areas recorded the highest number of units offered for sale, growing by 21% and 18% year-on-year respectively. Total condominium sales in 2015 increased by 2,584 units or 4.23%, driven by the transfer fee and mortgage registration fee reduction measure. Condominiums at the Baht 70,000 – 99,999 per square meter and the Baht 50,000 – 69,999 per square meter

Opinion of the Company on the tender offer for securities of the Company Page 14 Thai Property Public Company Limited - Translation - Form 250-2 price levels offered the highest number of units for sale, accounting for 34% and 26% of the total number of units available for sale respectively. Meanwhile, condominiums priced at more than Baht 199,999 per square meter grew by the strongest rate of around 63% year-on-year in terms of number of units offered for sale, resulting from the high household debts and stringent lending to medium- to low-income earners. Condominiums at the Baht 70,000 – 99,999 per square meter price level saw continuous growth in number of units offered for sale and units sold, contributed by the offering of new condominium projects in the outer areas along the electric train extension lines, recording an 11% year-on-year increase.

As for the real estate market situation in Rayong, Eastern Region could draw keen interest from foreign investors over the past five years, with continuous expansion of industrial estates to satisfy demand. Based on Thansettakij Newspaper’s data, Eastern Region is presently home to a total of 28 industrial estates, with another 12 estates under construction. Moreover, the public sector plans to promote economy in the Eastern Region through projects such as the dual-track electric train, the high-speed train, the motorway, and the opening of U-Tapao International Airport, which will help to foster the industrial sector, residential sector and tourism sector, especially in Rayong and Chon Buri Provinces.

Prachachat Turakij Newspaper’s data showed that the overall housing market in Rayong in 2015 expanded by 34% year-on-year, with more than 20 condominium and housing estate projects being launched simultaneously. Housing estates priced at Baht 2 million or more per unit are mainly located in Mueang, Klaeng, Ban Chang and Map Ta Phut areas, with their major target groups including executives and petrochemical engineers working at industrial estates. Townhouses are crowded in Pluak Daeng and Phatthana Nikhom Districts, targeting largely at automotive assembly workers. More than 90% of developers are local people and the rest 10% are investors from other provinces such as Sansiri Plc. which developed condominium projects of over 800 units in 2015 and Supalai Plc. which launched housing estate and condominium projects of more than 500 units in 2015 and has a project under continuous development on land of over 100 rai.

Real estate business outlook

Kasikorn Research Center predicts that in the latter half of 2016 developers are likely to slow down sales of new residential properties and focus on stimulating sales of existing housing units by implementing marketing strategies that are aligned with the remaining stimulus measures of the public sector, i.e. the incentive for first homebuyers with value of not more than Baht 3 million per unit who must buy and transfer their house before the end of 2016 and will be entitled to deduct a part of their home value from their personal income tax, as well as the expedited sales of remaining residential units priced at not exceeding Baht 1.5 million under the Ban Pracharat housing project.

Opinion of the Company on the tender offer for securities of the Company Page 15 Thai Property Public Company Limited - Translation - Form 250-2

However, on June 7, 2016, the Cabinet approved, in principle, the promulgation of land and buildings tax law which will cause the owners of high-value land and properties to bear additional tax expenses. This will prompt holders of vacant land plots to sell their land to property developers, resulting in a greater sale and purchase volume of land for housing project development in the future. It will also prompt developers with land held for development to more early develop new housing projects, thus likely intensifying competition in the real estate sector.

1.4 Shareholder structure

Top 10 shareholders of the Company according to the shareholder register book as of August 1, 2016, which is the latest book closing date to determine rights to attend the Extraordinary General Meeting of Shareholders No. 1/2016 held to consider and approve the delisting of the Company’s securities, are as follows:

As of August 1, 2016 Name No. of shares % 1. Property Perfect Plc. 2,863,274,022 89.67 2. Mrs. Shotima Taweewongs Na Ayudhya 19,628,030 0.61 3. Mr. Nattakit Nantachoknetinant 16,500,000 0.52 4. Mr. Suraphan Tatiyamaneekul 15,079,000 0.47 5. Global Paragon Enterprises Ltd. 11,000,000 0.34 6. Mr. Sura Sanitthanont 8,149,850 0.26 7. Mrs. Angsana Masakee 7,000,000 0.22 8. Mr. Somchart Komate 6,948,000 0.22 9. Mr. Khontee Runglertthanarom 6,666,660 0.21 10. Mr. Saeng Chunhengpun 6,154,000 0.19 11. Others 232,785,909 7.29 Total 3,193,185,471 100.00 Source: TPROP

1.5 Board of Directors

The Board of Directors of the Company as of September 28, 2016 consisted of five members as follows:

Name Position 1. Mr. Bhichit Rattakul Chairman 2. Mr. Pramote Rermyindee Director

Opinion of the Company on the tender offer for securities of the Company Page 16 Thai Property Public Company Limited - Translation - Form 250-2

Name Position 3. Mr. Pornswat Katechulasriroj Director 4. Mr. Prasong Vara-ratanakul Independent Director/Audit Committee Chairman 5. Mr. Likit Somnualtad Independent Director/Audit Committee Member Source: TPROP

Opinion of the Company on the tender offer for securities of the Company Page 17 Thai Property Public Company Limited - Translation - Form 250-2

1.6 Summary of financial position and operating results

1.6.1 Financial statements

Table illustrating the statements of financial position as of December 31, 2013 through 2015 and June 30, 2016: 2013 2014 2015 June 30, 2016 Consolidated financial statements (Restated) (Audited) (Audited) (Reviewed) Baht million % Baht million % Baht million % Baht million % Assets Current assets Cash and cash equivalents 246.94 2.64 285.01 4.24 509.73 7.79 604.87 8.17 Trade and other receivables 190.78 2.04 109.06 1.62 82.53 1.26 67.89 0.92 Receivable from the Revenue Department 63.16 0.68 39.87 0.59 32.80 0.50 1.43 0.02 Inventories 14.25 0.15 6.81 0.10 7.51 0.11 6.33 0.09 Real estate development projects 3,019.49 32.29 1,342.79 19.96 1,355.48 20.72 1,413.58 19.10 Withholding tax deducted at source 46.12 0.49 22.98 0.34 8.11 0.12 8.86 0.12 Other current assets 126.15 1.35 52.61 0.78 136.55 2.09 158.65 2.14 Non-current assets held for sale 173.30 1.85 ------Total current assets 3,880.18 41.49 1,859.13 27.63 2,132.71 32.60 2,261.60 30.56 Non-current assets Pledged and restricted withdrawal bank 432.83 4.63 49.85 0.74 15.94 0.24 15.43 0.21 deposits Land held for development ------708.37 9.57 Deposits for acquisition of shares and 299.46 3.20 199.46 2.96 50.00 0.76 50.00 0.68 assets in other companies Deposits for hotel building construction - - - - 60.07 0.92 139.93 1.89 Investment properties 385.78 4.13 316.14 4.70 244.41 3.74 212.13 2.87 Property, plant and equipment 3,439.55 36.78 3,662.13 54.42 3,471.52 53.07 3,488.62 47.14 Intangible assets - computer software 30.00 0.32 31.68 0.47 27.19 0.42 24.32 0.33 Compensation guarantee 53.00 0.57 46.00 0.68 34.00 0.52 25.00 0.34 Leasehold rights 664.36 7.10 529.04 7.86 474.36 7.25 446.41 6.03 Deferred tax assets 156.73 1.68 27.00 0.40 20.32 0.31 17.42 0.24 Other non-current assets 10.31 0.11 8.55 0.13 11.17 0.17 10.88 0.15 Total non-current assets 5,472.02 58.51 4,869.86 72.37 4,408.97 67.40 5,138.50 69.44 Total assets 9,352.20 100.00 6,728.98 100.00 6,541.68 100.00 7,400.10 100.00 Liabilities and shareholders’ equity Current liabilities Short-term loans from financial institutions - - 200.00 2.97 - - - - Trade and other payables 544.03 5.82 251.12 3.73 282.47 4.32 283.36 3.83

Opinion of the Company on the tender offer for securities of the Company Page 18 Thai Property Public Company Limited - Translation - Form 250-2

2013 2014 2015 June 30, 2016 Consolidated financial statements (Restated) (Audited) (Audited) (Reviewed) Baht million % Baht million % Baht million % Baht million % Bills of exchange payable - - - 1,148.99 17.56 880.78 11.90 Short-term loan from an unrelated party 500.00 5.35 500.00 7.43 - - - - Current portion of long-term loans from 167.00 1.79 84.40 1.25 30.88 0.47 1.42 0.02 financial institutions Deposits received 1,284.25 13.73 184.70 2.74 391.10 5.98 478.06 6.46 Other current liabilities 195.23 2.09 154.87 2.30 86.85 1.33 87.96 1.19 Total current liabilities 2,690.52 28.77 1,375.10 20.44 1,940.29 29.66 1,731.58 23.40 Non-current liabilities Debentures ------1,045.44 14.13 Long-term loans from financial institutions 2,806.98 30.01 993.25 14.76 897.77 13.72 945.16 12.77 - net of current portion Unearned lease right income 75.18 0.80 63.28 0.94 52.50 0.80 48.49 0.66 Provision for long-term employee benefits 46.27 0.49 53.61 0.80 57.72 0.88 58.70 0.79 Deferred tax liabilities 175.15 1.87 136.66 2.03 61.26 0.94 56.10 0.76 Other non-current liabilities 8.71 0.09 11.21 0.17 8.11 0.12 8.75 0.12 Total non-current liabilities 3,112.29 33.28 1,258.01 18.70 1,077.36 16.47 2,162.63 29.22 Total liabilities 5,802.81 62.05 2,633.11 39.13 3,017.65 46.13 3,894.20 52.62 Shareholders’ equity Share capital Registered capital 3,353.70 35.86 3,353.70 49.84 3,353.70 51.27 3,353.70 45.32 Issued and fully paid-up capital 2,816.47 30.12 3,193.19 47.45 3,193.19 48.81 3,193.19 43.15 Share discount (692.75) (7.41) (881.11) (13.09) (881.11) (13.47) (881.11) (11.91) Retained earnings Appropriated - statutory reserve 5.93 0.06 5.93 0.09 5.93 0.09 5.93 0.08 Unappropriated (deficit) (462.31) (4.94) (236.65) (3.52) (565.38) (8.64) (573.76) (7.75) Deficit on changes in shareholding - - (8.46) (0.13) (8.46) (0.13) (8.46) (0.11) proportion Equity attributable to owners of the 1,667.34 17.83 2,072.90 30.81 1,744.17 26.66 1,735.79 23.46 Company Non-controlling interests of the subsidiaries 1,882.06 20.12 2,022.98 30.06 1,779.86 27.21 1,770.11 23.92 Total shareholders’ equity 3,549.39 37.95 4,095.87 60.87 3,524.03 53.87 3,505.90 47.38 Total liabilities and shareholders’ equity 9,352.20 100.00 6,728.98 100.00 6,541.68 100.00 7,400.10 100.00

Opinion of the Company on the tender offer for securities of the Company Page 19 Thai Property Public Company Limited - Translation - Form 250-2

Table illustrating the statements of comprehensive income for the years ended December 31, 2013 through 2015 and the six-month period ended June 30, 2016: 2013 2014 2015 6M/2016 Consolidated financial statements (Restated) (Audited) (Audited) (Reviewed) Baht million % Baht million % Baht million % Baht million % Revenues Revenues from hotel operations 996.29 59.13 824.07 15.81 1,052.31 62.60 537.67 61.16 Revenues from sales of real estate 209.52 12.43 4,045.45 77.61 286.51 17.04 178.72 20.33 Rental and related service income 245.42 14.57 273.24 5.24 288.25 17.15 141.89 16.14 Surplus on equity interest in net fair value of 147.92 8.78 ------subsidiaries Interest income 3.38 0.20 2.02 0.04 2.23 0.13 2.20 0.25 Gain on sales of investments in subsidiaries - - 20.72 0.40 - - - - Other income 82.42 4.89 47.34 0.91 51.62 3.07 18.66 2.12 Total revenues 1,684.96 100.00 5,212.83 100.00 1,680.91 100.00 879.13 100.00 Expenses Cost of hotel operations 366.58 21.76 337.58 6.48 390.12 23.21 192.03 21.84 Cost of sales of real estate 188.06 11.16 2,714.72 52.08 143.60 8.54 55.50 6.31 Cost of rental and related services 88.97 5.28 95.42 1.83 127.87 7.61 72.34 8.23 Selling expenses 155.27 9.21 334.61 6.42 186.32 11.08 75.84 8.63 Administrative expenses 666.24 39.54 537.79 10.32 521.90 31.05 262.78 29.89 Depreciation and amortization 280.01 16.62 306.90 5.89 335.43 19.96 175.99 20.02 Other expenses Doubtful accounts - - - - 28.30 1.68 0.56 0.06 Loss on amortization of withholding tax - - - - 20.10 1.20 9.75 1.11 deducted at source Impairment loss on real estate development - - - - 23.98 1.43 - - projects Impairment loss on deposits - - - - 149.46 8.89 - - Impairment loss on property, plant and - - - - 302.46 17.99 - - equipment Total expenses 1,745.12 103.57 4,327.02 83.01 2,229.53 132.64 844.80 96.09 Loss before finance cost, gain on debt (60.16) (3.57) 885.81 16.99 (548.62) (32.64) 34.34 3.91 restructuring and income tax Finance cost (133.12) (7.90) (161.09) (3.09) (66.61) (3.96) (35.36) (4.02) Loss before gain on debt restructuring and (193.29) (11.47) 724.72 13.90 (615.23) (36.60) (1.02) (0.12) income tax Gain on debt restructuring ------Profit (Loss) before income tax (193.29) (11.47) 724.72 13.90 (615.23) (36.60) (1.02) (0.12) Income tax 76.57 4.54 (178.08) (3.42) 52.28 3.11 (17.11) (1.95) Profit (Loss) for the year (116.71) (6.93) 546.64 10.49 (562.95) (33.49) (18.13) (2.06)

Opinion of the Company on the tender offer for securities of the Company Page 20 Thai Property Public Company Limited - Translation - Form 250-2

2013 2014 2015 6M/2016 Consolidated financial statements (Restated) (Audited) (Audited) (Reviewed) Baht million % Baht million % Baht million % Baht million % Other comprehensive income Actuarial loss - net of income tax - - - - 0.18 0.01 - - Total comprehensive income for the year (116.71) (6.93) 546.64 10.49 (562.76) (33.48) (18.13) (2.06)

Total comprehensive income attributable to: Equity holders of the Company (45.29) (2.69) 225.66 4.33 (329.03) (19.57) (8.38) (0.95) Non-controlling interests of the subsidiaries (71.52) (4.24) 320.98 6.16 (233.92) (13.92) (9.75) (1.11)

Earnings per share Basic earnings per share Profit (Loss) attributable to equity holders of the (0.0160) 0.0730 (0.1030) (0.0030) Company (Baht)

Table illustrating the statements of cash flow for the years ended December 31, 2013 through 2015 and the six-month period ended June 30, 2016: Unit: Baht million 2013 2014 2015 6M/2016 Consolidated financial statements (Restated) (Audited) (Audited) (Reviewed) Net cash flow provided from (used in) operating activities (528.20) 1,878.18 341.15 270.15 Net cash flow provided from (used in) investing activities 667.36 (172.04) (262.20) (899.00) Net cash flow provided from (used in) financing activities (7.97) (1,668.07) 145.78 723.99 Net increase in cash and cash equivalents 131.20 38.07 224.73 95.14 Cash and cash equivalents as at January 1 115.74 246.94 285.01 509.73 Cash and cash equivalents at end of period 246.94 285.01 509.73 604.87

1.6.2 Financial ratios

20131 2014 2015 6M/2016 Financial ratios (Restated) (Audited) (Audited) (Reviewed) Liquidity ratios Current ratio (time) 1.44 1.35 1.10 1.31 Quick ratio (time) 0.16 0.29 0.31 0.39 Cash flow liquidity ratio (time) (0.16) 0.92 0.21 0.29 Accounts receivable turnover ratio2 (time) 13.56 49.82 46.20 47.27 Average collection period (day) 26.56 7.23 7.79 7.62 Inventory turnover ratio (time) 58.78 298.91 92.40 106.14 Average age of inventory (day) 6.12 1.20 3.90 3.39

Opinion of the Company on the tender offer for securities of the Company Page 21 Thai Property Public Company Limited - Translation - Form 250-2

20131 2014 2015 6M/2016 Financial ratios (Restated) (Audited) (Audited) (Reviewed) Accounts payable turnover ratio3 (time) 5.70 45.38 17.04 19.91 Average payment period (day) 63.21 7.93 21.13 18.08 Cash cycle (day) 95.89 16.36 32.82 29.09 Profitability ratios Gross profit margin (%) 55.65 38.79 59.34 62.73 Operating profit margin4 (%) (4.15) 17.22 (33.72) 4.00 Operating cash to net profit ratio5 (%) 877.93 212.03 (62.18) 786.81 Net profit margin – for equity holders of the Company (%) (2.69) 4.33 (19.57) (0.95) Return on equity – for equity holders of the Company (%) (2.68) 12.07 (17.24) (0.96) Efficiency ratios Return on assets (%) (1.29) 6.80 (8.48) (0.01) Return on fixed assets6 (%) 9.81 56.92 (15.68) 21.66 Asset turnover (time) 0.19 0.65 0.25 0.26 Financial policy ratios Debt to equity ratio7 (time) 1.63 0.64 0.86 1.11 Debt service coverage ratio8 (cash basis) (time) (0.13) 0.56 0.27 0.27 Interest coverage ratio (time) (2.39) 11.55 6.91 8.16 Note: 1 Calculated from data after revision of accounting policy regarding income tax. 2 Calculated from trade and other receivables before allowance for doubtful accounts. 3 Calculated from unrelated parties payable and construction cost payable. 4 Calculated from revenues from sales excluding interest income and other income. 5 Calculated from operating profit. 6 Fixed assets include investment properties, premises and equipment, and leasehold rights. 7 Calculated from total liabilities and total shareholders’ equity. 8 Debt includes debt payment, payment for investment and payment for purchase of fixed assets.

1.6.3 Discussion and analysis of financial position and operating results

1.6.3.1 Operating results

In 2014, the Company and its subsidiaries recorded a net profit of Baht 546.64 million, a surge of Baht 663.35 million from 2013 as a result of an increase in revenues from sales of real estate and gain on sales of investments in subsidiaries. In 2015, the Company and its subsidiaries posted a net loss of Baht 562.95 million, which plunged by Baht 1,109.59 million from the preceding year due to a decline in revenues from sales of real estate of Baht 3,758.94 million, together with recognition of doubtful accounts, loss on amortization of withholding tax deducted at source, impairment loss on deposits and impairment loss on assets totaling Baht 524.30 million. For the six-month period of 2016 (H1/2016), the Company and its subsidiaries recorded a net loss of Baht 18.13 million, representing a net decrease of Baht 515.50 million from the same period of 2015 as

Opinion of the Company on the tender offer for securities of the Company Page 22 Thai Property Public Company Limited - Translation - Form 250-2 a result of a drop in impairment loss on real estate development projects, deposits, and property, plant and equipment, and an increase in revenues from sales of real estate.

. Revenues

The Company and its subsidiaries generate revenues mainly from hotel operations, sales of real estate, and rental and related services. In 2013-2015 and H1/2016, revenues from hotel operations made up 59.13%, 15.81%, 62.60% and 61.16% of total revenues respectively; revenues from sales of real estate were 12.43%, 77.61%, 17.04% and 20.33% of total revenues respectively; and rental and related service income accounted for 14.57%, 5.24%, 17.15% and 16.14% of total revenues respectively. Revenues from hotel operations were derived from the subsidiaries, primarily comprising room revenues, food and beverage revenues, and related service income. Likewise, revenues from sales of real estate were generated by the subsidiaries, coming from sales of land and houses and condominium units, which were recognized as income after transfers to buyers. Rental and related service income was earned from renting of office buildings of the subsidiaries.

In 2013, the Company and its subsidiaries recorded total revenues of Baht 1,684.96 million, broken down into revenues from hotel operations of Baht 996.29 million, revenues from sales of real estate of Baht 209.52 million, rental and related service income of Baht 245.42 million, and surplus on equity interest in net fair value of subsidiaries of Baht 147.92 million. In 2014, total revenues were Baht 5,212.83 million, consisting of revenues from hotel operations of Baht 824.07 million, revenues from sales of real estate of Baht 4,045.45 million, and rental and related service income of Baht 273.24 million. Revenues from hotel operations declined by Baht 172.23 million or 17.29% from the previous year, due to a drop in occupancy rate caused by internal political unrest and the imposition of Martial Law during the first half of 2014 which had pushed down number of foreign visitors and business travelers to Thailand. Revenues from sales of real estate soared by Baht 3,835.93 million or 1,830.81% year-on-year, contributed by transfers of the Hyde Sukhumvit Condominium units to buyers. Rental and related service income went up by Baht 27.82 million or 11.34% from the preceding year which was in line with an increase in the occupancy rate and rental rate.

In 2015, total revenues accounted for Baht 1,680.91 million, comprising revenues from hotel operations of Baht 1,052.31 million, revenues from sales of real estate of Baht 286.51 million, and rental and related service income of Baht 288.25 million. Revenues from hotel operations grew by Baht 228.24 million or 27.70% from 2014, resulting from a rise in occupancy rate and room rate. Revenues from sales of real estate plummeted by Baht 3,758.94 million or 92.92% from 2014, resulting from the fact that the Company and its subsidiaries sold and transferred more than 90% of the Hyde Sukhumvit Condominium units to buyers in 2014. Rental and related service income increased by Baht 15.01 million or 5.49% from the preceding year due to a hike in rental rate

Opinion of the Company on the tender offer for securities of the Company Page 23 Thai Property Public Company Limited - Translation - Form 250-2 and impact from adjustment made in line with revision of accounting standard regarding recognition of rental income.

For H1/2016, the Company and its subsidiaries recorded total revenues of Baht 879.13 million, consisting of revenues from hotel operations of Baht 537.67 million, revenues from sales of real estate of Baht 178.72 million, and rental and related service income of Baht 141.89 million. Revenues from hotel operations rose by Baht 13.99 million or 2.67% from the same period of the previous year, due to growth in the average occupancy rate and room rate. Revenues from sales of real estate mounted by Baht 108.01 million or 152.76% from the corresponding period of 2015, ascribed to transfers of the Hyde Sukhumvit Condominium units to buyers. Rental and related service income went down by Baht 8.45 million or 5.62% compared with H1/2015 owing to impact from adjustment made in line with revision of accounting standard regarding recognition of rental income in 2015.

. Costs of sales

Costs of hotel operations, sales of real estate, and rental and related services are recognized when room services, transfers of houses or condominium units, and rental and related services have taken place. As such, costs of sales will vary with revenues of the Company and its subsidiaries. Cost of hotel operations of the Company and its subsidiaries in 2013-2015 and H1/2016 amounted to Baht 366.68 million, Baht 337.58 million, Baht 390.12 million and Baht 192.03 million respectively, dropping by 7.91% in 2014 in line with the decline in revenues from hotel operations and rising by 15.57% in 2015 and 2.93% in H1/2016 relative to the same period of the previous year.

Cost of sales of real estate of the Company and its subsidiaries in 2013-2015 and H1/2016 was equal to Baht 188.06 million, Baht 2,714.72 million, Baht 143.60 million and Baht 55.50 million respectively, jumping year on year by 1,343.52% in 2014, then falling by 94.71% in 2015 and soaring by 46.94% in H1/2016 compared with H1/2015. Such change in cost of sales of real estate resulted from the recognition of costs of houses or condominium units transferred to buyers and also was in line with the change in revenues from sales of real estate.

Cost of rental and related services of the Company and its subsidiaries in 2013-2015 and H1/2016 totaled Baht 88.97 million, Baht 95.42 million, Baht 127.87 million and Baht 72.34 million respectively, up by 7.26%, 34.00% and 14.64% from the preceding period respectively in line with growth in rental and related service income.

Opinion of the Company on the tender offer for securities of the Company Page 24 Thai Property Public Company Limited - Translation - Form 250-2

. Selling and administrative expenses

Selling expenses were Baht 155.27 million in 2013, Baht 334.61 million in 2014, Baht 186.32 million in 2015 and Baht 75.84 million in H1/2016. In 2014, selling expenses surged by Baht 179.34 million or 115.51% from 2013 due mainly to expenses relating to transfers of the Hyde Sukhumvit Condominium units. Selling expenses in 2015 dropped by Baht 148.29 million or 44.32% from 2014 in tandem with the decreased proportion of revenues from sales of real estate. For H1/2016, selling expenses went down by Baht 12.07 million or 13.73% from the same period of 2015 due to the fact that selling expenses of the previous year mainly came from the launch of a new project (the Hyde Sukhumvit 11) in March 2015 which accordingly led such related expenses as sales campaign expenses, marketing expenses, commission fees, etc. to decline in this year when compared with the preceding year.

Administrative expenses were Baht 666.24 million, Baht 537.79 million, Baht 521.90 million and Baht 262.78 million in 2013-2015 and H1/2016 respectively. In 2014, administrative expenses decreased by Baht 128.44 million or 19.28% from 2013 because, in 2013, there was an increase in allowances for damage compensation or penalty and the Company incurred expenses on the opening and operation of Sheraton Hua Hin Pranburi Villas. In 2015 and H1/2016, administrative expenses declined by Baht 15.90 million and Baht 11.07 million or 2.96% and 4.04% year-on-year respectively, stemming from the Company’s ability to more efficiently save the administrative costs.

. Finance cost

Finance cost was Baht 133.12 million in 2013, Baht 161.09 million in 2014, Baht 66.61 million in 2015 and Baht 35.36 million in H1/2016. In 2014, finance cost rose by Baht 27.96 million or 21.01% from the previous year, resulting from the Hyde Sukhumvit Condominium Project which commenced ownership transfers in December 2013 leading interest expenses that were incurred in 2014 to be recorded as finance cost in the statements of comprehensive income. In 2015 and H1/2016, finance cost lowered by Baht 94.47 million and Baht 3.23 million or 58.65% and 8.36% year-on-year respectively, which was because loans borrowed during such period were mainly used for financing project construction and, hence, interest incurred thereon was incorporated into cost of construction of subsidiaries.

Opinion of the Company on the tender offer for securities of the Company Page 25 Thai Property Public Company Limited - Translation - Form 250-2

1.6.3.2 Financial position

. Assets

The Company and its subsidiaries had total assets of Baht 9,352.20 million, Baht 6,728.98 million, Baht 6,541.68 million and Baht 7,400.10 million as at the end of 2013-2015 and June 30, 2016 respectively. The assets were mainly composed of real estate development projects, investment properties, property, plant and equipment, and leasehold rights. The decrease in total assets as at the end of 2014 was ascribed chiefly to the decline in cost of real estate development.

As at the end of 2013-2015 and June 30, 2016, the Company and its subsidiaries recorded real estate development projects in the amount of Baht 3,019.49 million, Baht 1,342.79 million, Baht 1,355.48 million and Baht 1,413.58 million, representing 32.29%, 19.96%, 20.72% and 19.10% of total assets respectively. As at the end of 2014, real estate development projects decreased by Baht 1,676.71 million or 55.53% from the end of 2013, due to completion of the construction of the Hyde Sukhumvit Condominium Project. As at year-end 2015 and June 30, 2016, real estate development projects increased by Baht 12.70 million or 0.95% from the end of 2014 and by Baht 58.09 million or 4.29% from year-end 2015 respectively, stemming mainly from additional construction of the Hyde Sukhumvit 11 Condominium Project.

As at the end of 2013-2015 and June 30, 2016, the Company and its subsidiaries had investment properties-net in the amount of Baht 385.78 million, Baht 316.14 million, Baht 244.41 million and Baht 212.13 million, representing 4.13%, 4.70%, 3.74% and 2.87% of total assets respectively. As at the end of 2014, 2015 and June 30, 2016, investment properties-net diminished by Baht 69.64 million, Baht 71.74 million and Baht 32.28 million or 18.05%, 22.69% and 13.21% from the end of the preceding year respectively, caused mainly by depreciation. Investment properties consist of investment properties of GRAND, which are building space rented to Robinson Department Store, and investment properties of PED, which are office buildings for rent.

As at the end of 2013-2015 and June 30, 2016, the Company and its subsidiaries recorded property, plant and equipment-net in the amount of Baht 3,439.55 million, Baht 3,662.13 million, Baht 3,471.52 million and Baht 3,488.62 million, representing 36.78%, 54.42%, 53.07% and 47.14% of total assets respectively. As at the end of 2014, property, plant and equipment-net grew by Baht 222.58 million or 6.47% from the end of 2013, resulting largely from an increase in work under construction of Baht 125.06 million. As at the end of 2015, property, plant and equipment-net declined by Baht 190.61 million or 5.20% year-on-year, primarily due to depreciation cost. As at the end of Q2/2016, property, plant and equipment-net increased by Baht 17.10 million or 0.49% from the end of 2015, stemming from progress of the construction of Hyatt Sukhumvit Hotel.

Opinion of the Company on the tender offer for securities of the Company Page 26 Thai Property Public Company Limited - Translation - Form 250-2

As at the end of 2013-2015 and June 30, 2016, the Company and its subsidiaries recorded leasehold rights-net of Baht 664.36 million, Baht 529.04 million, Baht 474.36 million and Baht 446.41 million, representing 7.10%, 7.86%, 7.25% and 6.03% of total assets respectively. As at the end of 2014, leasehold rights decreased by Baht 135.32 million or 20.37% from the end of the previous year, mainly attributable to amortization of leasehold rights and disposal of entire investment in Yaksa Co., Ltd., a subsidiary of the Company, in January 2014. As at year-end 2015 and June 30, 2016, leasehold rights dropped by Baht 54.64 million and Baht 27.95 million or 10.34% and 5.89% year-on-year respectively, stemming chiefly from amortization cost for the period.

. Liabilities

As at the end of 2013-2015 and June 30, 2016, the Company and its subsidiaries recorded total liabilities of Baht 5,802.81 million, Baht 2,633.11 million, Baht 3,017.65 million and Baht 3,894.20 million respectively. As at the end of 2013, current liabilities amounted to Baht 2,690.52 million or 46.37% of total liabilities. As at year-end 2014, current liabilities stood at Baht 1,375.10 million or 52.22% of total liabilities, plunging by Baht 1,315.42 million or 48.89% from the end of 2013, ascribed mainly to a drop in deposits received due to transfers of the Hyde Sukhumvit Condominium units. As at year-end 2015, current liabilities were worth Baht 1,940.29 million or 64.30% of total liabilities, a surge of Baht 565.19 million or 41.10% from end-2014 primarily resulting from issue of bills of exchange-net of Baht 1,148.99 million in 2015. As of June 30, 2016, current liabilities stood at Baht 1,731.58 million or 44.47% of total liabilities, declining by Baht 208.71 million or 10.76% from the end of 2015 caused mainly by repayment of bills of exchange.

As at the end of 2013, non-current liabilities of the Company and its subsidiaries were Baht 3,112.29 million, representing 53.63% of total liabilities. As at year-end 2014, non-current liabilities stood at Baht 1,258.01 million or 47.78% of total liabilities, a drop of Baht 1,854.28 million or 59.58% from the end of 2013 due mainly to repayment of loans for the Hyde Sukhumvit Condominium Project which gradually recognized income in 2014. Non-current liabilities at the end of 2015 amounted to Baht 1,077.36 million or 35.70% of total liabilities, down by Baht 180.65 million or 14.36% from the end of 2014 largely resulting from repayment of long-term loans to financial institutions. As of June 30, 2016, non-current liabilities soared from end-2015 by Baht 1,085.27 million or 100.73% to Baht 2,162.63 million or 55.53% of total liabilities, caused mainly by issuance of unsecured debentures totaling Baht 1,045.44 million.

. Shareholders’ equity

As at the end of 2014, the Company and its subsidiaries recorded total shareholders’ equity of Baht 4,095.87 million, growing by Baht 546.48 million or 15.40% from the end of 2013 primarily due to an increase in paid-up capital of the Company and a net profit generated from operation. As at the end of 2015, shareholders’

Opinion of the Company on the tender offer for securities of the Company Page 27 Thai Property Public Company Limited - Translation - Form 250-2 equity totaled Baht 3,524.03 million, which decreased by Baht 571.85 million or 13.96% from year-end 2014 owing to a net loss from operation. As of June 30, 2016, total shareholders’ equity stood at Baht 3,505.90 million, declining by Baht 18.13 million or 0.51% from the end of 2015 caused by a net loss from operation.

1.6.3.3 Liquidity

As at the end of 2013, the Company and its subsidiaries had cash and cash equivalents of Baht 246.94 million. They consisted of net cash used in operating activities of Baht 528.20 million, mainly resulting from an increase in real estate development projects of a subsidiary due to construction of the Hyde Sukhumvit Condominium and a decrease in trade and other payables; net cash provided from investing activities of Baht 667.36 million, arising largely from disposal of Crown Plaza Sukhumvit Project; and net cash used in financing activities of Baht 7.97 million, due mainly to repayment of long-term loans from financial institutions and payment of interest expenses.

As at the end of 2014, the Company and its subsidiaries had cash and cash equivalents of Baht 285.01 million. They consisted of net cash provided from operating activities of Baht 1,878.18 million, mainly resulting from the operating profit and a decrease in real estate development projects due to transfers of the Hyde Sukhumvit Condominium units; net cash used in investing activities of Baht 172.04 million, chiefly arising from purchase of property, plant and equipment; and net cash used in financing activities of Baht 1,668.07 million, due mainly to repayment of long-term loans from financial institutions and payment of interest expenses.

As at the end of 2015, the Company and its subsidiaries had cash and cash equivalents of Baht 509.73 million. They consisted of net cash provided from operating activities of Baht 341.15 million, mainly resulting from an increase in down payments and installment deposits received from buyers of the Hyde Sukhumvit 11 Condominium units that commenced sales in March 2015; net cash used in investing activities of Baht 262.20 million, arising from construction of a new hotel and construction of additional facilities at subsidiaries’ hotels; and net cash provided from financing activities of Baht 145.78 million, due mainly to issue of bills of exchange and long-term borrowing from financial institutions.

As of June 30, 2016, the Company and its subsidiaries had cash and cash equivalents of Baht 604.87 million. They consisted of net cash provided from operating activities of Baht 270.15 million, mainly resulting from net profit from operation after adding back depreciation and amortization cost; net cash used in investing activities of Baht 899.00 million, chiefly arising from additional land purchase, construction of Hyatt Sukhumvit Hotel, and deposits placed for hotel building construction; and net cash provided from financing activities of Baht 723.99 million, due mainly to issue of debentures.

Opinion of the Company on the tender offer for securities of the Company Page 28 Thai Property Public Company Limited - Translation - Form 250-2

1.6.4 Forecast of future performance

At present, the Company’s subsidiary is in the process of constructing Hyatt Regency Hotel on Sukhumvit 13 Road, which is expected to be ready for grand opening around early 2017. In addition, a subsidiary is constructing Hyde Sukhumvit 11, which is a new condominium project scheduled for completion in 2017. At the same time, the Company and its subsidiaries are in the process of conducting a detailed study on hotel and other property projects to be developed on land plots in Rayong and land plots on Sukhumvit Road that have been newly acquired by the subsidiaries and/or the Company during 2016. The Company will pursue the hybrid business operation, consisting of real estate development for income recognition in the short and medium terms and hotel business which is an investment in properties for long-term revenue recognition. By doing so, the Company can reduce sole reliance on revenues from any of such business segments and can add value to its business through an increase of its assets in the long run.

Furthermore, the Company is in the process of acquiring projects that are under construction so that they could be further developed for sales, and is procuring vacant land and/or unfinished projects to be developed into housing estates, office buildings for rent and/or shopping malls. These projects are under study and approval from the Board of Directors of the Company and/or under feasibility study to ensure continuity of business operation in the future.

Opinion of the Company on the tender offer for securities of the Company Page 29 Thai Property Public Company Limited - Translation - Form 250-2

2. Opinion on the accuracy of the Company’s information contained in the tender offer document

The Board of Directors is of the opinion that the Company’s information appearing in Form 247-4 dated September 21, 2016 is correct.

3. Any relationship or agreement between the Company’s director/s, whether on his/her/their own behalf or in his/her/their capacity as the Company’s director/s or as the Offeror’s representative/s, and the Offeror, including the shareholding by the Company’s director/s in the Offeror’s juristic entity and any contract or agreement made or to be made between them (regarding matters such as administration, etc.)

3.1 Any relationship or agreement between the Company’s director/s and the Offeror

As of the tender offer submission date, Mr. Pornswat Katechulasriroj, the Company’s director, served as director of the Offeror.

3.2 Shareholding by the Company’s directors in the Offeror’s juristic entity

As of the tender offer submission date, Mr. Pramote Rermyindee, the Company’s director, held 137,080,000 shares or 1.79% of the total paid-up shares of the Offeror.

3.3 Mutual agreements or contracts1

The Offeror has not executed any agreement with the Company. However, the Offeror is a major shareholder of the Company, holding, directly and indirectly, 2,863,274,022 shares or 89.67% of the Company’s paid-up capital. Besides, some of the Offeror’s shareholders also are shareholders of the Company. The top five shareholders among them in the Company are as follows:

1. Miss Janejira Thonkojarn holds 48,087,378 shares or 0.63% of the Offeror’s paid-up capital and holds 47,300 shares or 0.00% of the Company’s paid-up capital. 2. Mrs. Nida Chaowisit holds 5,085,500 shares or 0.07% of the Offeror’s paid-up capital and holds 20,000 shares or 0.00% of the Company’s paid-up capital. 3. Mr. Vichien Simuninnimit holds 5,000,000 shares or 0.07% of the Offeror’s paid-up capital and holds 400,000 shares or 0.01% of the Company’s paid-up capital.

1 Source: Tender offer statement of the Offeror and Stock Exchange of Thailand

Opinion of the Company on the tender offer for securities of the Company Page 30 Thai Property Public Company Limited - Translation - Form 250-2

4. Mr. Rattanachai Buranaratchada holds 4,940,000 shares or 0.06% of the Offeror’s paid-up capital and holds 27,550 shares or 0.00% of the Company’s paid-up capital. 5. Mr. Surasak Watcharapongpreecha, an executive of the Offeror, holds 3,818,666 shares or 0.05% of the Offeror’s paid-up capital and holds 4,500 shares or 0.00% of the Company’s paid-up capital.

Apart from the above five shareholders, there are other 210 shareholders altogether holding 35,448,110 shares in the Offeror and 20,724,964 shares in the Company.

3.4 Related party transactions

At present, PED, a subsidiary of the Company, has signed an agreement to hire We Retail Plc., a subsidiary of the Offeror, as a property manager to operate Pacific Place Building which is an office building for rent. The management fee is equal to 10% of rental and related service income in the first two months and, after that, 12.5% of rental and related service income but not lower than Baht 1,500,000 per month. The agreement term is from January 1, 2015 to January 31, 2019 and, after that, is renewable on a yearly basis. Other conditions shall be as specified in the agreement.

Under the tender offer for the Company’s securities (Form 247-4), if, after completion of the tender offer, there are any other related party transactions that may take place in the future, the Company will conduct those transactions in conformity with its Articles of Association and the provisions under the Public Limited Companies Act B.E. 2535, subject to resolution of the Board of Directors’ meeting of the Company.

3.5 Management structure after the tender offer

During a period of 12 months from the end of the tender offer period, the Offeror has no plan to materially change the Company’s organization and management structure.

Opinion of the Company on the tender offer for securities of the Company Page 31 Thai Property Public Company Limited - Translation - Form 250-2

4. Opinion of the Company’s Board of Directors to the securities holders

The Company held the Board of Directors’ Meeting No. 7/2016 on September 28, 2016 to consider the tender offer proposed by the Offeror. At such meeting, five board members participated in the consideration of this agenda item, as follows:

Name Position 1. Mr. Bhichit Rattakul Chairman 2. Mr. Pramote Rermyindee Director 3. Mr. Pornswat Katechulasriroj Director 4. Mr. Prasong Vararatanakul Independent Director/Audit Committee Chairman 5. Mr. Likit Somnuantad Independent Director/Audit Committee Member

4.1 Reasons to accept and/or reject the tender offer

The Board of Directors’ Meeting of the Company considered information in the tender offer document and the IFA’s opinion report and was of the opinion that the offering price of Baht 0.84 per share is appropriate as per the opinion of the IFA who has measured a fair value of the Company’s shares in a range of Baht 0.40 – Baht 0.75 per share, which is lower than the offering price by Baht 0.09 – Baht 0.44 per share. Considering the current status of the Company’s shares that have been suspended from trading on the SET and faced a possible delisting due to financial conditions and operations (Non Compliance and Non Performing Group: NC & NPG), the shares may therefore lack in trading liquidity if the Company fails to resume its shares trading on the SET in the future. When compared with the value derived from the adjusted book value approach, which delivers the highest price in case of a delisting tender offer under the criteria set forth in the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers, at Baht 0.64 – Baht 0.75 per share, the offering price is higher than such value by Baht 0.09 – Baht 0.20 per share.

Therefore, the Board of Directors unanimously resolved that the shareholders should accept the tender offer. Nonetheless, such board’s opinion forms only part of the basis for the shareholders’ decision-making. The shareholders individually have the sole discretion to decide whether to accept or reject the tender offer. The shareholders were also recommended to study and analyze all relevant information, particularly regarding the benefits and impacts to them, as well as the opinion report of the IFA to be a basis for your decision-making on the tender offer.

Opinion of the Company on the tender offer for securities of the Company Page 32 Thai Property Public Company Limited - Translation - Form 250-2

4.2 Opinion and reasons of the individual directors and the number of shares held by them (only in case the Board of Directors’ opinion in 4.1 is not unanimous)

- None -

4.3 Benefits or impacts from the plans and policies indicated by the Offeror in the tender offer and viability of such plans and policies

4.3.1 Business management plan and policy

As indicated in the tender offer (Form 247-4), the Offeror has no plan to materially change the policy or plan on business operation, organization structure, management, investment plan and plan on core asset disposal of the Company within 12 months from the end of the tender offer period. After the SET Board of Governors approves the delisting of the Company’s shares, its listed company status will be terminated but it will maintain the status of a public limited company, whereby the Offeror has no intention to change the main business objectives of the Company.

Moreover, during the 12-month period from the end of the tender offer period, the Offeror has no plan to sell or transfer TPROP shares acquired from the tender offer to other parties in a significant amount, except where the Offeror undertakes a business or organization or shareholding restructuring within the group, or is obligated to act in compliance with the laws, rules and regulations then in force or to fulfill the obligations under agreements then binding upon the Company.

Based on the above business management policy and plan, the Board of Directors was of the opinion that the tender offer by the Offeror will unlikely affect the shareholders since there will not be any material change to the Company’s business plan and management policy. However, the shareholders will be impacted from the delisting of the Company’s securities from the SET because, for instance, there will be no secondary market for trading the Company’s securities, the shareholders who are individual persons will no longer be entitled to capital gain tax exemption, the type of return on investment will change, and they will have a smaller access to news and information of the Company. Besides, the shareholders might be affected had there been a change in the dividend payment policy of the Company in the future.

4.3.2 Related party transactions

At present, PED, a subsidiary of the Company, has signed an agreement to hire We Retail Plc., a subsidiary of the Offeror, as a property manager to operate Pacific Place Building which is an office building

Opinion of the Company on the tender offer for securities of the Company Page 33 Thai Property Public Company Limited - Translation - Form 250-2 for rent. The management fee is equal to 10% of rental and related service income in the first two months and, after that, 12.5% of rental and related service income but not lower than Baht 1,500,000 per month. The agreement term is from January 1, 2015 to January 31, 2019 and, after that, is renewable on a yearly basis. Other conditions shall be as specified in the agreement.

Under the tender offer for the Company’s securities (Form 247-4), if, after completion of the tender offer, there are any other related party transactions that may take place in the future, the Company will conduct those transactions in conformity with its Articles of Association and the provisions under the Public Limited Companies Act B.E. 2535, subject to resolution of the Board of Directors’ meeting of the Company.

4.4 Additional opinion of the Company’s Board of Directors (only in case of a tender offer for delisting under the SET regulations)

4.4.1 Benefits to and impacts on the shareholders who reject the tender offer

This tender offer is made for voluntary delisting of TPROP’s securities from the SET. The shareholders who do not accept the said tender offer will still be entitled to rights stipulated in the Public Limited Companies Act B.E. 2535 such as right to receive dividend if the Company announces dividend payment in the future. However, the shareholders who reject the tender offer will be affected from the Company’s shares no longer being listed securities on the SET as follows:

(1) No secondary market for share trading and a lack of trading liquidity After the delisting, there will be no secondary market in which to trade the Company’s shares, hence a lack in share liquidity and also in market price to be used as a benchmark for trading the shares. The shareholders will then find it difficult to sell their shares in the Company. However, as the Company’s shares have been suspended from trading for longer than 10 years, there has already been neither a market price nor trading liquidity for its shares. This delisting, therefore, provides an opportunity for the shareholders who wish to sell out their shares to tender the shares to the Offeror.

(2) Loss of tax benefit for shareholders who are individual persons In case TPROP still maintains the status of listed company, the shareholders who are individual persons and trade shares on the stock market are exempted from capital gain tax pursuant to the Ministerial Regulation No. 126 (B.E. 2509), Clause 2 (23). Therefore, after the Company is delisted from the SET, its shareholders will lose such tax benefit. Moreover, if, after the delisting, Thailand Securities Depository Co., Ltd. (“TSD”) no longer acts as registrar of the Company’s securities, the transferors of the Company’s shares, whether individual or juristic persons, will not be exempted from the stamp duty of 0.1% of the paid-up price or

Opinion of the Company on the tender offer for securities of the Company Page 34 Thai Property Public Company Limited - Translation - Form 250-2 the par value, whichever is greater, in accordance with the Royal Decree issued by virtue of the Revenue Code Governing Tax Exemption (No. 10) B.E. 2500 and the subsequent amendment under the Royal Decree (No. 351) B.E. 2542. Nonetheless, as the Company’s shares have been suspended from trading for longer than 10 years, this delisting, therefore, provides an opportunity for the shareholders who are individual persons and wish to sell out their shares to tender the shares to the Offeror via the SET in order to be exempted from tax on capital gain (if any) before the delisting.

(3) Change in type of return on investment Given that the Company is able to rectify causes of delisting and resume trading of its shares on the SET, the shareholders will then have a chance to receive return on investment in the form of capital gain. However, in case the Company is delisted and, hence, there is no secondary market for trading its shares, it will become more difficult for the shareholders to enjoy capital gain because the shareholders who wish to sell the shares will have to find a buyer by themselves and there will be no reference market price for share selling. Thus, the shareholders will receive the return on investment mainly from dividend payable by the Company. As discussed earlier, as the Company’s shares have been suspended from trading since 2004, the shareholders have long been in such circumstances where there is no secondary market for trading the shares and no chance to receive capital gain from trading the shares on the SET.

(4) Lack of checks and balances against the major shareholder Given that PF acquires more than 90% of the Company’s total paid-up shares after this tender offer, the minority shareholders will then risk failing to collect sufficient votes to exercise checks and balances and veto rights according to the laws.

(5) Limited access to the Company’s news and information All listed entities are obligated to disclose their information in accordance with the SET Notification Re: Guideline on Disclosure of Information of Listed Companies. Thus, after the delisting, the Company will no longer have to comply with the SET’s disclosure requirement, leading the minority shareholders to gain a narrowed access to the Company’s news and information. Moreover, if, after the delisting tender offer by PF, other shareholders, who are not the Offeror, persons acting in concert and related persons under Section 258, hold an aggregate of not more than 5% of the total issued and paid-up shares or the total number of shareholders is not over 100, the Company will not be required to prepare and submit its financial statements and reports on its financial position and operating results to the SEC pursuant to the Capital Market Supervisory Board’s Notification No. TorChor. 11/2552 Re: Rules, Conditions and Procedures for Disclosure of Financial Position and Operating Performance of Securities Issuing Companies. At the same time, the Company’s directors, executives and auditor will not be required to prepare and submit a report on their holding of the Company’s securities in accordance with the SEC Notification No. SorChor. 12/2552.

Opinion of the Company on the tender offer for securities of the Company Page 35 Thai Property Public Company Limited - Translation - Form 250-2

Nonetheless, the Company will remain as a public company and, hence, still has duty to disclose and submit its information as required under the Public Limited Companies Act B.E. 2535, including a notice of shareholders’ meeting, a copy of minutes of the shareholders’ meeting, annual reports together with balance sheets and income statements, and so on.

4.4.2 Appropriateness of the offering price

The Board of Directors was of the opinion that the offering price of Baht 0.84 per share is reasonable since the said offering price is compliant with the guidelines set forth in the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers, stipulating that the tender offer price shall not be less than the maximum price calculated in accordance with the following criteria: 1) The highest price at which the Offeror or persons under Section 258 of the Offeror have acquired the ordinary shares or preferred shares during a 90-day period before the date of submission of tender offer document to the SEC – None – 2) The weighted average market price of the shares during five business days before the date on which the Company’s Board of Directors resolves to propose the delisting of securities for the shareholders’ meeting’s consideration or the date on which the shareholders’ meeting resolves to approve the delisting, whichever is earlier – None – 3) The Company’s net asset value calculated based on the book value that has been adjusted to reflect the latest market value of the Company’s assets and liabilities Baht 0.64 – 0.75 per share 4) The fair value of ordinary shares or preferred shares of the Company as appraised by a financial advisor Baht 0.40 – 0.75 per share

4.5 Others

- None -

Opinion of the Company on the tender offer for securities of the Company Page 36 Thai Property Public Company Limited - Translation - Form 250-2

The Company hereby certifies that all above information is true, complete and correct and there is not any misleading statement in material aspect or any concealment of crucial information that should be explicitly disclosed.

Signature ____Pramote Rermyindee______Pornswat Katechulasriroj____ (Mr. Pramote Rermyindee) (Mr. Pornswat Katechulasriroj) Thai Property Public Company Limited

Opinion of the Company on the tender offer for securities of the Company Page 37 Thai Property Public Company Limited - Translation - Form 250-2

5. Opinion of the Independent Financial Advisor on the offering price

Thai Property Plc. (“the Company” or “TPROP”) has engaged Beyond Advisor Co., Ltd. as an independent financial advisor (“IFA”) to render opinion to the minority shareholders regarding the tender offer for all securities of the Company made by Property Perfect Plc. (“the Offeror” or “PF”) according to a copy of the tender offer statement (Form 247-4) dated September 21, 2016.

The IFA has studied the information contained in Form 247-4 as a basis for our rendering of opinion herein under the following assumptions: 1) The information mentioned above is true and correct. 2) Our study is based on the present circumstances and there is not any incident that will materially impact the Company’s business performance. 3) The IFA has not performed any legal review, tax and duty review and review on any other regulations and, therefore, may not provide opinion regarding the said matters. 4) The IFA can neither certify nor guarantee, whether directly or indirectly, nor be held accountable for the correctness of the information or representations of the Company.

The details of our opinion are as follows:

5.1 Profile of the Offeror

5.1.1 Background

Property Perfect Plc. (“PF” or “the Offeror”) was established on August 14, 1985 with an initial registered capital of Baht 300,000. PF was transformed into a public company on October 19, 1993 and was listed on the SET on June 1, 1993. As at December 31, 2014, the Offeror had a registered capital of Baht 10,737.61 million, divided into 10,737.61 million ordinary shares with a par value of Baht 1 per share, and a paid-up registered capital of Baht 5,782.95 million, divided into 5,782.95 million ordinary shares.

The Offeror and its subsidiaries have engaged in real estate development business, comprising land development and residential property construction with a focus on housing estates and condominiums in Bangkok and its vicinities. The Offeror generates income mainly from sales of both horizontal and vertical residential properties.

Opinion of the Company on the tender offer for securities of the Company Page 38 Thai Property Public Company Limited - Translation - Form 250-2

In the past three years, the Offeror has undergone capital increase/decrease and consistent business expansion. In 2011, for instance, it set up two entities to provide construction service for members of the group, namely Perfect Prefab Co., Ltd. and U&I Construction Bangkok Co., Ltd., and also established Uniloft Service (Thailand) Co., Ltd. Moreover, it acquired newly issued ordinary shares in Daidomon Group Plc. and acquired ordinary shares from all existing shareholders through a tender offer, following which the said company was renamed We Retail Plc. (“WR”). Presently, WR operates a retail business and has PF as its major shareholder owning 93.31% of the total issued and paid-up shares of WR.

In 2012, the Offeror made an overseas investment, through its subsidiary, Property Perfect International Pte. Ltd. (“PPI”), in Share Group Co., Ltd. (“SG”) which is a Japan-based entity established and registered under the law of Japan to engage in real estate development business and hotel business in Japan. It then had SG investing in Kabushiki Kaisha Kiroro Associates Co., Ltd. (“KA”) by acquiring the entire shares and accepting a transfer of rights of claims as well as purchasing a property, Kiroro Resort which is located on Hokkaido Island, Japan, from Mitsui Fudosan Resort Co., Ltd.

In 2013, the Offeror established Chiangmai Development Co., Ltd. to engage in low-rise residential development business in Chiang Mai, and also invested in shares of Mariya Stuff Co., Ltd. which owns a leasehold right of land in Bang Kapi District, Bangkok. Moreover, it co-invested in Uniloft Property Fund which is the owner of a dormitory building near Mahidol University Salaya Campus.

In 2014, WR, a subsidiary of the Offeror, decreased its registered capital and issued and paid-up capital in order to offset the share discount and clean up its accumulated loss. At the same time, SG converted debt, owed to PPI, into equity, thereby leading PPI to own 95.61% of shares in SG, and SG was later renamed Kiroro Resort Holdings Co., Ltd. The Offeror also sold all of its ordinary shares in Krungthep Land Plc., amounting to 20.22% of paid-up capital, to Golden Land Property Development Plc.

In 2015, PF acquired ordinary shares of TPROP from the latter’s existing shareholders and thereby became TPROP’s major shareholder owning 2,863,274,022 shares or 89.67% of the Company’s total paid-up shares. In that year, PF also established Dara Harbor Co., Ltd. in which it holds a stake of 65% of the Baht 200 million paid-up registered capital.

Opinion of the Company on the tender offer for securities of the Company Page 39 Thai Property Public Company Limited - Translation - Form 250-2

5.1.2 Structure of the Offeror’s group of companies

The nature of business of the Offeror and its subsidiary and associated companies can be categorized into five segments: real estate development unit, office for rent and hotel unit, retail business unit, construction business unit, and services-oriented unit. The shareholding structure of the Offeror’s group of companies is as follows: Property Perfect Plc.

Real Estate Development Office for Rent & Hotel Unit Retail Business Unit Construction Business Unit Services-Oriented Unit Unit 100.0% Estate Perfect Co., Ltd. 89.7% 100.0% 100.0% 51.0% 100.0% 100.0% 95.0% Perfect Perfect Sport Uniloft Service Thai Property Plc.3 Raminthra U&I Construction 1 We Retail Plc. Prefab Co., 100.0% Mall Co., Ltd. Bangkok Co., Ltd. Club Co., Ltd. (Thailand) Co., Ltd. Ltd. Bright Development Bangkok Co., Ltd. 100.0% 100.0% 100.0% 50.0% 40.0% Pacific Estate Centerpoint T Utilities 100.0% Metro Premier All Discount Development Shopping Mall Co., Ltd. Residence Number 4 Co., Ltd. Co., Ltd. Holding Co., Ltd. Co., Ltd. Nine Co., Ltd. 100.0% 5.1% 35.5% 1.7% Chiangmai 100.0% Source: Tender offer document and SET Development Co., Ltd. Grande Asset Scenery Peak Hotels and Note: 65.0% Ltd. Property Plc. 1 Formerly named Mariya Stuff Co., Ltd. Dara Harbor Co., Ltd. 2 Formerly named Share Group Co., Ltd. 100.0% 3 Available from SET Property Perfect 100.0% 100.0% International Pte. Ltd. Grande Equity Honor Business 4 TPROP Board of Directors resolved on February 24, 2014 to accept the entire business transfer from Development Co., Ltd. Metro Premier Holding Co., Ltd. and then to dissolve and liquidate Metro Premier Holding Co., Ltd., 97.2% Co., Ltd. 2 Kiroro Resort Holdings Co., Ltd. 100.0% the process of which is currently underway. Owendelle 100.0% 100.0% 100.0% Co., Ltd. Kabushiki Kaisha Kiroro Kabushiki Kaisha Kiroro Kabushiki Kaisha Kiroro Associates Co., Ltd. Hotels Co., Ltd. Resort Development Co., Ltd.

Opinion of the Company on the tender offer for securities of the Company Page 40 Thai Property Public Company Limited - Translation - Form 250-2

Brief information of the Offeror and its subsidiaries and related companies is as follows: Company name Type of business Paid-up capital Shareholding (%) Real estate development unit Property Perfect Plc. Development of housing estate and condominium Baht 7,667.83 projects million Estate Perfect Co., Ltd. Development of single houses and townhouses Baht 1,200.00 100.00 million Bright Development Bangkok Development of premium-grade residential properties for Baht 1,000.00 100.00 Co., Ltd. rent, primarily to college students, in areas close to million universities under Uniloft brand Residence Number Nine Co., Development of small low-rise residential properties, Baht 1,000.00 100.00 Ltd. (“Residence”) focusing on customers with young families and demand million for single houses or townhouses. In 2014, Residence expanded its property development business to Chiang Mai under Perfect Place Chiang Mai brand. Chiangmai Development Co., Development of low-rise residential properties in Chiang Baht 200.00 100.00 Ltd. Mai, but presently not yet operated any project million Dara Harbor Co., Ltd. A joint venture with Fatima Group to develop properties in Baht 400.00 65.00 the type of shopping center, residential building, etc. on million land plots in Si Racha, Chon Buri, but currently not yet started any project Office for rent and hotel unit Property Perfect International Investment in and development of real estate overseas SGD 1.00 100.00 Pte. Ltd.(“PPI”) million Kiroro Resort Holdings Co., Ltd. Property development and hotel business in Japan, JPY 1,800.85 95.611 (formerly Share Group Co., owning Kiroro Resort project on a 292-rai land on million Ltd.(“SG”)) Hokkaido Island, Japan Kabushiki Kaisha Kiroro Ski field business JPY 60.00 100.002 Associates Co., Ltd. million Kabushiki Kaisha Kiroro Hotels Hotel management business which has been separated JPY 1,800.85 100.002 Co., Ltd. from ski business million Kabushiki Kaisha Kiroro Resort Real estate business in Japan JPY 30.00 100.002 Development Co., Ltd. million Thai Property Plc. (“TPROP”) Real estate investment and development Baht 3,193.19 89.67 million Metro Premier Holding Co., Ltd. General investment Baht 5.00 100.004 (“MPH”)3 million Scenery Peak Ltd. (“SCP”) General investment USD 50,000 100.004 Pacific Estate Development Co., Rental of two office buildings, i.e. One Pacific Place and Baht 600.00 100.004 Ltd. (“PED”) Two Pacific Place million

Opinion of the Company on the tender offer for securities of the Company Page 41 Thai Property Public Company Limited - Translation - Form 250-2

Company name Type of business Paid-up capital Shareholding (%) Grande Asset Hotels and Hotel business with the ownership of leasehold right of Baht 2,889.04 42.325 Property Plc. (“GRAND”) land and buildings of the Westin Grande Sukhumvit Hotel, million rental of shopping plaza, and real estate development Grande Equity Development Hotel and real estate development business Baht 250.00 100.006 Co., Ltd. million Honor Business Co., Ltd. Hotel business with the ownership right of land and Baht 500.00 100.006 buildings where Sheraton Hua Hin Resort and Spa Hotel million is located Owendelle Co., Ltd. Hotel business with the ownership of leasehold right of Baht 380.00 100.007 land and buildings of Sheraton Hua Hin Pranburi Villas million Construction business unit U&I Construction Bangkok Co., Provision of construction service and development of Baht 100.00 100.00 Ltd. single houses, duplexes, townhouses and condominiums million for PF group member companies to enhance flexibility in construction work management Perfect Prefab Co., Ltd. Production and installation of structures and finished parts Baht 2.50 51.00 for residences and townhouses, project fencing, and parts million for condominiums with prefab technology Retail business unit We Retail Plc. (“WR”) Development of shopping centers, office buildings and Baht 2,490.59 94.97 commercial areas, already opening a community mall under million Metro West Town brand Centerpoint Shopping Mall Co., Management and development of shopping centers and office Baht 500.00 99.998 Ltd. (“CTP”) buildings for rent, owning land and leasehold rights in areas in million the East and West Sections of Ratchadaphisek Road and planning to develop a closed-type shopping mall and office buildings for rent Raminthra Mall Co., Ltd. Owning leasehold right of land in Khlong Kum, Bang Kapi, Baht 350.00 100.00 (formerly Mariya Stuff Co., Ltd.) Bangkok, which the Offeror plans to develop into a million shopping center All Discount Co., Ltd. Low-cost modern trade business Baht 25.00 50.008 million Services-oriented unit Perfect Sport Club Co., Ltd. Management of sport clubs in property projects of the group Baht 50.00 100.00 million Uniloft Service (Thailand) Co., Management of the group’s real estate for rent projects Baht 1.33 100.00 Ltd. million T Utilities Co., Ltd. Joint venture in entities and projects related to public utilities Baht 15.00 40.00 million Source: The Offeror’s annual registration statement (Form 56-1) for 2015 and SET

Opinion of the Company on the tender offer for securities of the Company Page 42 Thai Property Public Company Limited - Translation - Form 250-2

Note: 1 Shareholding by PPI 2 Shareholding by SG 3 TPROP Board of Directors resolved on February 24, 2014 to accept the entire business transfer from MPH and then to dissolve and liquidate MPH, the process of which is currently underway. 4 Shareholding by TPROP 5 Shareholding of 35.53% of total paid-up capital by MPH, 5.09% by TPROP and 1.70% by PF 6 Shareholding by GRAND 7 Shareholding by Honor Business Co., Ltd. 8 Shareholding by WR

5.1.3 Shareholder structure

The top 10 shareholders as at July 29, 2016 were as follows: No. Shareholder Number of shares % (shares) 1 Andaman Long Beach Resort Co., Ltd. 893,248,441 11.65 2 Mr. Chainid Adhyanasakul 580,159,675 7.57 3 Miss Kannika Adhyanasakul 391,004,792 5.10 4 Japan Asia Group Ltd. 387,016,825 5.05 5 Andaman Villa Co., Ltd. 355,870,600 4.64 6 Hotel Management and Leisure Ltd. 273,374,176 3.57 7 Bualuang Long-Term Equity Fund 177,289,866 2.31 8 Mr. Denchai Pinkanchanapaiboon 167,666,666 2.19 9 Electricity Generating Authority of Thailand Employees Provident 160,366,666 2.09 Fund (managed by BBLAM) 10 Bualuang Long-Term Equity Fund 75/25 159,860,800 2.08 11 Others 4,121,967,925 53.76 Total 7,667,826,432 100.00 Source: Tender offer document

5.1.4 Board of Directors

The Board of Directors of the Offeror as of September 15, 2016 was composed of 12 members, as listed below: Name Position 1. Dr. Tawatchai Nakhata Chairman 2. Mr. Chainid Adhyanasakul Director/Chief Executive Officer

Opinion of the Company on the tender offer for securities of the Company Page 43 Thai Property Public Company Limited - Translation - Form 250-2

Name Position 3. Mr. Vidhya Nativivat Director 4. Miss Sirirat Wongwattana Director 5. Mr. Wongsakorn Prasitwipat Director 6. Mr. Wicharn Sirivetvaravut Director 7. Mr. Pornswat Katechulasriroj Director 8. Mr. Ekamol Kiriwat Independent Director 9. Dr. Suchatvee Suwansawat Independent Director 10. Mr. Banlue Chanthadisai Independent Director/Audit Committee Chairman 11. Mrs. Nuanual Swasdikula-Na-Ayudhaya Independent Director/Audit Committee Member 12. Mr. Manit Suthaporn Independent Director/Audit Committee Member Source: Tender offer document

5.1.5 Summary of financial position of the Offeror

Consolidated financial statements 2013 2014 2015 6M up to June 30, 2016 (Audited) (Audited) (Audited) (Reviewed) Baht million % Baht million % Baht million % Baht million % Key accounting items Total assets 30,668.10 100.00 31,406.16 100.00 43,277.02 100.00 46,445.30 100.00 Total liabilities 22,021.72 71.81 22,434.57 71.43 29,613.52 68.43 32,554.29 70.09 Shareholders’ equity (attributable to 8,629.10 28.14 8,913.66 28.38 10,950.85 25.30 11,203.61 24.12 equity holders of the company) Total revenues 11,228.77 100.00 12,785.35 100.00 12,905.29 100.00 7,401.28 100.00 Net profit (attributable to equity holders of 82.93 0.74 399.27 3.12 360.74 2.80 345.72 4.67 the company) Key financial ratios Gross profit margin (%) 33.11 31.67 30.38 34.73 Net profit margin (%) 0.37 3.15 2.07 4.14 Debt to equity ratio (time) 2.55 2.47 2.17 2.34

Opinion of the Company on the tender offer for securities of the Company Page 44 Thai Property Public Company Limited - Translation - Form 250-2

5.2 Reasonableness of the offering price for the ordinary shares

As a basis for determining reasonableness of the offering price for the ordinary shares, the IFA has measured a fair value of the Company’s shares, using different valuation approaches as follows:

(1) Book Value Approach (2) Adjusted Book Value Approach (3) Weighted Average Market Price Approach (4) Market Comparables Approach (5) Discounted Cash Flow Approach

5.2.1 Valuation of TPROP shares

5.2.1.1 Book Value Approach

The share valuation by this method exhibits the book value of TPROP at a given period of time. Here, the calculation is based upon the Company’s book value on its reviewed financial statement ended June 30, 2016. The calculation of TPROP’s book value is as tabulated below:

Amount (Baht 000’s) Issued and fully paid-up capital 3,193,185 Discount on ordinary shares (881,114) Retained earnings – Appropriated 5,934 Retained earnings (deficits) – Unappropriated (573,758) Deficit from changes in shareholding in the subsidiaries (8,457) Equity holders of the Company 1,735,790 Number of issued and paid-up shares (000’s shares) 3,193,185 Book value per share (Baht/share) 0.54

Under the book value approach, TPROP shares are valued at Baht 0.54 per share.

Opinion of the Company on the tender offer for securities of the Company Page 45 Thai Property Public Company Limited - Translation - Form 250-2

5.2.1.2 Adjusted Book Value Approach

5.2.1.2.1 Adjusted book value approach from consolidated financial statement of the Company

Under this method, the shares are valuated based on TPROP’s book value shown on its reviewed consolidated financial statement ended June 30, 2016, adjusted by certain items to reflect the true financial standing of the Company, then divided by the total number of issued and fully paid shares of the Company. We have adjusted the book value of the following transactions:

1. Book value of various projects of GRAND and its subsidiaries: We have adjusted value of all projects based on the latest appraisal value. Details of the valuation of each project are as follows:2

a) The Westin Grande Sukhumvit Hotel (“the Westin Hotel”)and Robinson Department Store Sukhumvit (“Robinson”)

Details of property PF engaged The Valuation & Consultants Co., Ltd. (“V&C”), a capital market property valuer and an SEC-approved principal appraiser, to appraise properties in the project. V&C appraised the properties for public purposes. The Westin Hotel and Robinson are located at the corner of Sukhumvit Road and Soi Sukhumvit 17 and 19 on a total land area of 5-0-55.70 rai, of which 40.70 square wah is owned by GRAND and 5-0-15 rai is under a leasehold right. Details of such land are as follows:

. Freehold land No. Title deed Parcel Dealing Total area as per title document Owner no. no. file no. Rai Ngan Sq. wah 1 4868 5284 297 0 0 13.50 2 233315 5493 27830 0 0 13.60 GRAND 3 233316 5494 27831 0 0 13.60 Total area 0 0 40.70

2 The IFA has not made adjustment to property value in The Trendy Condominium Project because, presently, there are only two units remaining one of which is being seized and the other is being used as a sales office. As at June 30, 2016, such property had a book value of approximately Baht 15.66 million.

Opinion of the Company on the tender offer for securities of the Company Page 46 Thai Property Public Company Limited - Translation - Form 250-2

. Leasehold land No. Title deed Parcel Dealing Total area as per title Owners Encumbrance no. no. file no. document Rai Ngan Sq. wah 1 35011 2017 378 5 0 2.00 1. Bangsue Co., Ltd. 1) The land is leased under a 30-year lease 2. Bangrak Co., Ltd. agreement by PS 3. Mr. Priyanan Rattanakanok 4. Mr. Premanon Rattanakanok Development Group of

5. Ms. Amputchani Rattanakanok Companies Co., Ltd.2 2 65681 3148 912 0 0 13.00 Mrs. Praromrat Chotikasatien ( Lessee) from Apr 17, 1992 to Apr 16, 2022.

2) Bangsue Co., Ltd. and Bangrak Co., Ltd. have mortgaged only the parcels of land owned by them to Mr. Thitanon, Gen. Orachun Phiboonnakornin and Mrs. Karada Daowaliphotidej. Total area 5 0 15.00 Note: 1 Phra Khanong Provincial Court, by a letter dated November 11, 2011, issued a transfer prohibition order No. SorYor 301.013/(Khor)28311 dated November 8, 2011 as per Civil Lawsuit Black Case No. 10108/2551 and Red Case No. 1478/2553 between Ms. Amputchani Rattanakanok (Plaintiff) and GRAND (Defendant) regarding a breach of agreement. 2 The company was renamed Grande Asset Hotels and Property Plc.

The Westin Hotel and Robinson are located in the same building, which has 25 stories and two basement floors with a total space of about 68,223 square meters, divided into 25,572 square meters for Robinson and 42,651 square meters for the Westin Hotel. Details of each section are as follows:

. Usable area of Robinson Robinson is located on Floors B1, B2 and G to 4 of the Podium. The interior space is divided into leased area of approximately 14,332 square meters, common area of about 1,307 square meters, and parking space of about 9,933 square meters. Details of the usable area are as follows: Level Total leased area Common area Parking space Total area (sq.m.) (sq.m.) (sq.m.) (sq.m.) B2 - 577 - 577

Opinion of the Company on the tender offer for securities of the Company Page 47 Thai Property Public Company Limited - Translation - Form 250-2

Level Total leased area Common area Parking space Total area (sq.m.) (sq.m.) (sq.m.) (sq.m.) B1 2,016 386 - 2,402 Ground 2,612 67 1,490 4,169 2 2,920 139 5,067 8,126 3 3,323 138 1,688 5,149 4 3,461 - 1,688 5,149 Total 14,332 1,307 9,933 25,572

Details of the lease agreement between GRAND and Robinson can be summed up as follows: Lessor : PS Development Group of Companies Co., Ltd.1 Lessee : Robinson Sukhumvit Co., Ltd. Leased property : Part of the building at address No. 259 Sukhumvit Road, Khlong Toei Sub-district, Khlong Toei District, Bangkok Lease period : 30 years from November 1, 1990 to October 31, 2020 Significant conditions : 1) The Lessee shall make an extra payment of Baht 286.24 million. 2) The leased area and rental rate shall be as specified in the reciprocal agreement for partial building lease dated April 29, 1989. Note: 1 Being renamed Grande Asset Hotels and Property Plc.

. Usable area of the Westin Hotel The Westin Hotel is a five-star hotel under management of Starwood. It is located on Floors B1, G and 5–25, with a total interior space of approximately 42,651 square meters, offering 362 guestrooms and other services and amenities. Details of the usable area are as follows: Level Room area Common area Parking space Total area Guestroom (sq.m.) No. of rooms (rooms) (sq.m.) (sq.m.) (sq.m.) B1 - - 475 1,666 2,141 G - - 475 - 475 5 - - 3,461 1,688 5,149 6 - - 3,461 1,688 5,149 7 - - 5,149 - 5,149 8 - - 2,783 - 2,783 9 - - 1,411 - 1,411 10 - 24 (23) 15,428 362 4,326 - 19,754 25 (24) - - 640 - 640 Total 15,428 362 22,181 5,042 42,651

Appraisal

Opinion of the Company on the tender offer for securities of the Company Page 48 Thai Property Public Company Limited - Translation - Form 250-2

In appraisal of the leasehold right according to the current status of property use with remaining lease term of 5 years and 9.5 months from the appraisal date under assumption that there is not any legal dispute or obligation relating to the property use or any obligation under the lease agreement that could affect value of the property appraised under the property appraisal report dated July 11, 2016, V&C deemed that the income approach with the discounted cash flow technique was suitable for appraisal of such property.

. Robinson The building space lease agreement of Robinson will expire on October 31, 2020, which is 1 year and 5.5 months ahead of expiration of the land lease agreement that will expire on April 16, 2022. V&C discovered from examination of the said agreement that, throughout the remaining lease term, the rentees will have to pay rental fees of Baht 175,000 per month to the renter. After that, V&C estimated revenues from such property, assuming that the existing rentees renew the contracts until the end of the land lease agreement without any legal implications. Key assumptions used by V&C for appraisal of Robinson are as follows: Items Assumptions Leased area 13,011 sq.m. Average rental rate Baht 385/sq.m./month as at present Rental increase rate 10% every three years Discount rate 11%

Under the above assumptions, V&C appraised value of the leasehold right for Robinson at Baht 62.70 million.

. The Westin Hotel V&C appraised the Westin Hotel by using the key assumptions as follows: Items Assumptions Revenues Guestrooms Number of rooms 362 rooms Average room rate Year 1: Baht 4,300/room/night (increasing 3.5% per year) Occupancy rate 75% Food & beverages Food & beverages income 45% of room revenues Others Telephone fee 0.2% of room revenues Others 7% of room revenues Retail space rental 2.5% of room revenues

Opinion of the Company on the tender offer for securities of the Company Page 49 Thai Property Public Company Limited - Translation - Form 250-2

Items Assumptions Cost of sales and services Room section Total cost of room section 12% of room revenues and Baht 2.6 million/month in year 1 (increasing 3% per year) Food & beverages section Total cost of food & beverages section 43% of food & beverages income and Baht 3.8 million/month in year 1 (increasing 3% per year) Telephone section Total cost of telephone section 26.5% of telephone fee income and Baht 0.16 million/month in year 1 (increasing 3% per year) Other sections Total cost of other sections 20% of other section income and Baht 0.5 million/month in year 1 (increasing 3% per year) Other expenses Expenses of administrative/general 2.8% of total revenues service section and Baht 3.1 million/month in year 1 (increasing 3% per year) Selling and marketing expenses 6% of total revenues and Baht 1.8 million/month in year 1 (increasing 3% per year) Public utilities expenses 6% of total revenues Technician expenses 3% of total revenues and Baht 0.7 million/month in year 1 (increasing 3% per year) Other expenses - Insurance Year 1: Baht 0.3 million/month (increasing 1% per year) - Taxes and fees 12.50% of 12% of room revenues Contingencies 3% of total revenues Management fee (base fee) 2% of total revenues Incentive fee 8% of profit from operation Discount rate 11%

Under the above assumptions, V&C appraised value of the leasehold right for the remaining lease term of 5 years and 9.5 months as of the appraisal date at Baht 837.90 million. Therefore, the post-adjustment total appraised value of Robinson and the Westin Hotel is equal to Baht 900.60 million. However, GRAND has had a legal dispute with the land lessor. The Court of First Instance ruled that the landowner has the right to terminate the land lease agreement and that the hotel buildings become properties of the landowner. The Appeal Court then reversed such lower court decision and dismissed the case, resulting in the lease agreement remaining valid and GRAND not being liable for any damage. Currently, the case

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is under consideration by the Supreme Court. As a result, we have not adjusted value of the Westin Hotel and Robinson, considering the uncertainties from such legal dispute.

b) Sheraton Hua Hin Resort & Spa Hotel (“Sheraton Hua Hin Hotel”)

Details of property PF engaged Knight Frank Chartered (Thailand) Co., Ltd. (“KFT”), a capital market property valuer and an SEC-approved principal appraiser, to appraise properties in the project. Sheraton Hua Hin Hotel is located next to Cha-am Beach and Phetchakasem Road. Being a freehold property, the hotel was opened to service in 2007, comprising eight two-storied buildings with a total of 240 guestrooms, a swimming pool and a garden, managed by Starwood Group. Details of the major property items are as follows:

. Land The land is under seven title deeds of non-connecting plots of land with an aggregate area, according to the title documents, of 34 rai 1 ngan 66.60 square wah, under ownership of Honor Business Co., Ltd., details of which are as follows: No. Title deed no. Parcel no. Dealing file no. Area as per title document Rai Ngan Sq. wah 1 5838 8 21941 30 2 33.00 2 6098 58 475 1 2 78.00 3 58936 4 21944 1 1 59.00 4 62245 1 22583 0 0 86.00 5 62248 9 22579 0 0 31.00 6 62249 6 22580 0 1 48.90 7 62251 4 22582 0 0 30.70 Total area 34 1 66.60 Note: As of the survey date, KFT found that a part of the land, about 3-3-25.6 rai, was used as a garden, a fountain in front of project site, and a servitude road, whereas another area of approximately 1- 2-88.3 rai would have to be further registered as servitude road. Currently, the right of servitude has not yet been registered, but the said plot of land has been utilized already. Therefore, KFT did not include such plot of land in the appraisal, resulting in the total area for appraisal of around 28-3-52.7 rai.

Opinion of the Company on the tender offer for securities of the Company Page 51 Thai Property Public Company Limited - Translation - Form 250-2

. Buildings and construction The appraised buildings and construction include the back of house, hotel buildings, Kid’s Club, a pool restaurant, a beach bar and restaurant, water sport building, engineering buildings, tennis court, supporting function buildings and other construction, as follows: No. Details No. of Building size Building area No. of floors (m X m) (sq.m.) buildings 1 Back of house 2 90.00 X 100.05 13,135 1 2 Hotel building, Block 1, 2, 3, 6 and 7 2 24.80 X 40.50 9,240 5 2.1 Hotel building, Block 4 2 19.30 X 33.35 1,658 1 2.2 Hotel building, Block 5 2 24.80 X 48.50 2,270 1 2.3 Hotel building, Block 8 2 19.30 X 33.35 1,658 1 3 Salas pool restaurant 1 6.00 X 20.95 156 1 4 Luna Lanai beach bar & restaurant 1 9.00 X 25.55 216 1 5 Kid's Club 1 6.00 X 16.00 152 1 6 Banquet and parking 5 39.40 X 42.55 5,252 1 7 Engineering buildings 2 10.00 X 21.00 187 1 8 Service building 1 8.60 X 20.30 134 1 9 Office and storage building 1 4.00 X 7.50 30 1

. Other properties Other appraised properties include: - Other construction such as swimming pool, tennis court, project road, fence and concrete yard - M&E system such as electricity and communication system, sanitary and fire protection system, air-conditioning and ventilation system, passenger lift, swimming pool working system, and gas system - Furniture and equipment for hotel operation

Appraisal In the appraisal to identify a market value of the property according to the current status of property use as at the appraisal date (July 7, 2016), KFT deemed that the income approach with the discounted cash flow technique was suitable for appraisal of such property and the depreciated replacement cost method was used for reviewing such appraisal result only. Key assumptions used for the appraisal are as follows: Items Assumptions Revenues

Opinion of the Company on the tender offer for securities of the Company Page 52 Thai Property Public Company Limited - Translation - Form 250-2

Items Assumptions Number of guestrooms 240 rooms Occupancy rate Year 1: 70% Year 2 onwards: 72% Average room rate Baht 4,000/room/night (increasing 4% per year in years 2 – 7 and then 7% in year 10 and 5% in year 11) Food & beverages income Year 1: Baht 2,600/room/night (increasing 4% per year) Telephone fee Year 1: Baht 5/room/night (increasing 1% per year) Other income Year 1: Baht 320/room/night (increasing 4% per year) Cost of sales and services Room section Baht 820/room/night (increasing 3% per year) Food & beverages section 53.27% of food & beverages income Telephone section 60% of telephone fee income Other sections 50% of other section income Operating expenses Administrative/general service section Year 1: Baht 440/room/night calculated from total number of guestrooms (increasing 3% per year) Selling and marketing expenses Year 1: Baht 330/room/night calculated from total number of guestrooms (increasing 3% per year) Cost of energy Year 1: Baht 380/room/night calculated from total number of guestrooms (increasing 2% per year) Expenses of repair & maintenance section Year 1: Baht 270/room/night calculated from total number of guestrooms (increasing 3% per year) Other expenses Insurance 0.12% of cost of building construction Taxes and fees 12.50% of 20% of room revenues Discount rate 10%

In calculating the terminal value, KFT assumed that the property is disposed of by the end of year 10. Based on net cash flow receivable in year 11 and rate of return of 9%, the value of the property under the above assumptions was estimated at Baht 2,006.00 million.

c) Sheraton Hua Hin Pranburi Villas (“Sheraton Pranburi”)

Details of property Sheraton Pranburi (formerly Six Senses Hideaway Hua Hin) is a resort on Pranburi Beach, built in 2004. It is a five-star hotel of 53 guestrooms operated under the management of Starwood Hotels and Resorts Worldwide, Inc., located on Paknam Pran – Khao Kalok Road,

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Soi 3. The appraised property consists of land leasehold right, buildings and other construction. Details of the major property items are as follows:

. Land Sheraton Pranburi is located on a leased land under title deed no. 480, parcel no. 502, dealing file no. 76, with a total area as per the title document of 48-2-97 rai under ownership of Ministry of Finance (lessor). Part of the land, 25-2-42.25 rai, has been leased to Owendelle Co., Ltd. (lessee) under a lease agreement for a term of 27 years, 2 months and 28 days, from August 11, 2005 to November 7, 2032. As at the appraisal date (June 23, 2016), the remaining lease term was 16 years, 4 months and 7 days.

. Buildings and construction The appraised buildings and construction include 53 guestrooms with utilities and facilities. Details of guestrooms are as follows: No. Room type Usable area (sq.m.) No. of rooms (rooms) 1 Pool Villa 155 11 2 Pool Villa 193 8 3 Duplex Pool Villa 164 6 4 Duplex Pool Villa 173 10 5 Pool Villa Suite 250 15 6 Pool Villa Suite 256 1 7 Pool Villa Suite 263 2 Total 53

Appraisal PF engaged V&C to appraise value of properties in the project. In the appraisal to identify a market value of the leasehold right as lessee of Sheraton Pranburi with remaining lease term of 16 years, 4 months and 7 days according to the property appraisal report dated July 11, 2016, V&C deemed that the income approach with the discounted cash flow technique was suitable for appraisal of such property. V&C appraised the property for the remaining lease term under assumption that there is not any legal dispute or obligation relating to the property use or any agreements that could affect the use of property, directly and indirectly, which may impact value of the property. Key assumptions used in the appraisal are as follows: Items Assumptions Revenues

Opinion of the Company on the tender offer for securities of the Company Page 54 Thai Property Public Company Limited - Translation - Form 250-2

Items Assumptions Guestrooms Number of rooms 53 rooms Average room rate Year 1: Baht 8,000/room/night (increasing 5% per year) Occupancy rate Year 1: 50% Year 2: 55% Year 3 onwards: 60% Food & beverages 40% of room revenues Others Telephone fee 0.01% of room revenues Other income 5% of room revenues Cost of sales and services Room section Salary Year 1: Baht 495,000/month (increasing 3% per year) Others 9% of room revenues Food & beverages section 40% of food & beverages income and Baht 450,000/month in year 1 (increasing 3% per year) Telephone section 17% of telephone fee income and Baht 12,000/month in year 1 (increasing 3% per year) Other sections 10% of other section income Operating expenses Administrative/general service section Salary Year 1: Baht 280,000/month (increasing 3% per year) Others 7% of total revenues Selling and marketing expenses Salary Year 1: Baht 140,000/month (increasing 3% per year) Others 3% of total revenues Public utilities fees 11% of total revenues Expenses of repair & maintenance section Salary Year 1: Baht 280,000/month (increasing 3% per year) Others 7% of total revenues Other expenses Management fee 3% of total revenues Incentive fee 5% of profit from operation Reserves for repair & maintenance 3% of total revenues Insurance Year 1: Baht 130,000 (increasing 1% per year) Taxes and fees 12.50% of 8% of room revenues Discount rate 11%

Opinion of the Company on the tender offer for securities of the Company Page 55 Thai Property Public Company Limited - Translation - Form 250-2

Under the above assumptions, V&C appraised the leasehold right for the remaining lease term as of the appraisal date at Baht 404.00 million.

d) Construction of Hyatt Regency Bangkok Sukhumvit Hotel (“Hyatt Sukhumvit”)

Details of property The appraised property includes land, buildings and construction located at the corner of Sukhumvit Road and Soi Sukhumvit 13. The property is currently under construction, offering 273 guestrooms under the management of Hyatt International Corporation. It is expected to be ready and opened to service by late 2017 (assuming that the construction takes about 15 months from the appraisal date). Details of the key property items are as follows:

. Land The land is a freehold property owned by GRAND under two title deeds for two adjoining plots of land with a total area of 3 rai 1 ngan 27.5 square wah. No. Title deed no. Parcel no. Dealing file no. Area as per title document Rai Ngan Sq. wah 1 915 5657 80 0 1 29.00 2 1187 5665 100 2 3 98.50 Total 3 1 27.50

. Building (under construction) Construction of the appraised building began around October 2004 prior to emergence of economic slump, and was later suspended in September 2008. GRAND plans to develop such property into a hotel in the name of Hyatt Regency Bangkok Sukhumvit with a total building space of approximately 38,912 square meters, consisting of 273 guestrooms and all facilities and amenities. Presently, construction is still underway, about 16.8% complete. Details of the project areas are as follows:

No. Level Section Area (sq.m.) 1 Basement Supporting function and common area 2,718.00 2 Floors 1-6 (Podium) Commercial (retail shops) 1,129.00 Hotel facilities 3,534.00 Banquet room 1,100.00 Spa & health club 282.00 Swimming pool 572.00

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No. Level Section Area (sq.m.) Hotel supporting function 1,434.50 Stair-lift area, control room, storage room and corridor 3,247.50 Parking and driveway (238 cars) 7,507.00 3 Floors 7-28 (Hotel Tower) Guestroom (273 rooms) 12,946.00 Hotel facilities (club and restaurant) 834.00 Stair-lift area, control room, storage room and corridor 3,608.00 Total area 38,912.00

Appraisal PF engaged KFT to appraise this property. In the appraisal to identify a market value of the property according to the current status of property construction on an unencumbered basis under the property appraisal report dated July 11, 2016, KFT applied the income approach with the discounted cash flow technique for the appraisal of such property and the cost method for reviewing such appraisal result.

. Appraisal by Income Approach The assumptions used for property appraisal by the income approach are as follows: Items Assumptions Revenues Guestrooms Number of rooms 273 rooms Average room rate Year 1: Baht 4,500/room/night Year 2: Increasing 7% per year Year 3: Increasing 5% per year Years 4-7: Increasing 4% per year Years 8-9: No increase from the preceding year Year 10: Increasing 7% per year Year 11: Increasing 5% per year Occupancy rate Year 1: 60% Year 2: 65% Year 3: 72% Year 4 onwards: 75% Food & beverages section Year 1: Baht 3,835/room/night (increasing 4% per year) Commercial area rental Rental rate Year 1: Baht 1,200/sq.m./month (increasing 15% every three years)

Opinion of the Company on the tender offer for securities of the Company Page 57 Thai Property Public Company Limited - Translation - Form 250-2

Items Assumptions Lettable area 1,500 sq.m. Occupancy rate Year 1: 60% Year 2: 70% Year 3 onwards: 80% Others Telephone fee income Year 1: Baht 30/room/night (increasing 1% per year) Other income Year 1: Baht 520/room/night (increasing 3% per year) Cost of sales and services Room section Year 1: Baht 450/room/night (increasing 3% per year) Food and beverages section 52.92% of food and beverages income Telephone section 55% of telephone fee income Other sections 45% of other section income Operating expenses Administrative/general service Year 1: Baht 500/room/night calculated from total number of section guestrooms (increasing 3% per year) Selling and marketing expenses Year 1: Baht 350/room/night calculated from total number of guestrooms (increasing 3% per year) Cost of energy Year 1: Baht 380/room/night calculated from total number of guestrooms (increasing 2% per year) Expenses of repair & maintenance Year 1: Baht 270/room/night calculated from total number of section guestrooms (increasing 3% per year) Other expenses Management fee 1.5% of total revenues Incentive fee 7.0% of profit from operation Insurance 0.12% of construction cost Taxes and fees 12.5% of 15% of room revenues Progress of construction 16.8% Target construction period 15 months from appraisal date Discount rate 10%

In calculating the terminal value, KFT assumed that the property is disposed of by the end of year 10. Based on net cash flow receivable in year 11 and rate of return of 9%, the appraised value of the property under the above assumptions according to the current status of property construction is equal to Baht 1,860.00 million.

. Appraisal by Cost Method – For reviewing the appraisal result KFT divided the property appraisal into two major items: 1) land and 2) buildings and construction.

Opinion of the Company on the tender offer for securities of the Company Page 58 Thai Property Public Company Limited - Translation - Form 250-2

1) Land KFT used the comparative method for appraising the land by comparison with other plots of land nearby. There were three comparable plots of land selected for the appraisal. Data of those plots of land were analyzed and adjusted up/down based on relevant factors such as location, land area, shape and width, potential of land development and use, land limitation in terms of FAR, and others. Details of the market value analysis of the appraised land are as follows: Details Comparable market data Appraised Land plot no. 1 Land plot no. 2 Land plot no. 3 property Location Next to Chitlom Corner of Sukhumvit Corner of Sukhumvit Next to Sukhumvit Road Road and Soi Road and Soi Road and Soi Sukhumvit 6 Sukhumvit 14 Sukhumvit 13 Land area (sq. wah) 1,224.00 1,369.80 424.00 1,327.50 Land shape Almost rectangle Almost rectangle Almost rectangle Almost trapezoid Road-front width (m) 55 66 43 66 Floor area ratio (FAR) 10 : 1 10 : 1 10 : 1 10 : 1 Open space ratio (OSR) 3% 3% 3% 3% Land use Commercial Commercial Commercial Commercial Offering price (Baht/sq wah) - - 1,650,000 Expected selling price (Baht/sq wah) - - 1,600,000 Sale and purchase price (Baht/sq wah) 1,900,000 1,700,000 - Offering date/Sale and purchase date March 2016 March 2014 July 2016 Adjusted by sale and purchase period - 170,000 - (Baht/sq wah) Adjusted by landfill cost (Baht/sq wah) - - - Total price after initial adjustment 1,900,000 1,870,000 1,600,000 (Baht/sq wah) Adjustment by following factors (Baht/sq wah) - Location 0% 0% 5% or 80,000 - Land area 0% 0% 0% - Shape and width 0% 0% 0% - Potential of land use 0% 0% 5% or 80,000 - Limitation in terms of FAR -25% or (475,000) -25% or (467,500) -25% or (400,000) - Relevant regulations and laws 0% 0% 0% Adjusted price (Baht/sq wah) 1,425,000 1,402,500 1,360,000 Weighting 0.3491 0.3547 0.2961 Weighted price (Baht/sq wah) 497,511 497,511 402,747 1,397,770 or 1,400,000

Opinion of the Company on the tender offer for securities of the Company Page 59 Thai Property Public Company Limited - Translation - Form 250-2

Based on the adjusted price, KFT viewed that an appropriate market value of the appraised land should be approximately Baht 1,858.00 million (rounded off). 2) Buildings and construction KFT used the estimated construction cost method for appraising buildings and construction based on the building plan, building construction and modification permit, and construction certificate through comparison with a standard construction cost of 4-5- star hotel. For such property, the total cost of construction after full completion is approximately Baht 1,878 million. Therefore, the cost of construction pro rata with percentage of completion as at present of 16.8% is equal to approximately Baht 315 million. The total value of the property appraised by the cost method is equal to Baht 2,173 million.

From the appraisal of Hyatt Sukhumvit project, KFT deemed that the income approach according to the current status of property construction with the appraised value equal to Baht 1,860 million is a suitable method. However, since the appraised value derived from the income approach is lower than the appraised value from the cost method, which was used for reviewing the appraisal result on a conservative basis, we have instead adopted the appraised value derived from the cost method. Therefore, the total appraised value of Hyatt Sukhumvit is Baht 2,173 million.

e) Land in Rayong Province

Details of property PF engaged Thai Property Appraisal Lynn Phillips Co., Ltd. (“TPA”), a capital market property valuer and an SEC-approved principal appraiser, to appraise the land in Rayong Province which GRAND has just acquired in Q2/2016. TPA appraised the land for public purposes. The appraised property is a freehold land of polygonal shape under 17 title deeds and two Nor.Sor. 3 Kor title documents, covering a total area of 96-0-6.6 rai located on Phe – Laem Mae Phim Road, Km. 17-18, and Soi Ao Charoen. GRAND plans to develop a condominium, villa and hotel on such land and is currently in the process of detailed project study. Details of the land are as follows: No. Title deed no. Parcel no. Dealing file no. Total area as per title document Rai Ngan Sq. wah Group 1 1 4247 162 1045 44 2 1.1

Opinion of the Company on the tender offer for securities of the Company Page 60 Thai Property Public Company Limited - Translation - Form 250-2

No. Title deed no. Parcel no. Dealing file no. Total area as per title document Rai Ngan Sq. wah 2 4248 139 1055 2 1 64.7 3 5145 161 1271 10 0 47.1 4 5310 164 1648 1 3 15.5 5 5394 140 1766 6 2 85.4 6 7280 163 1907 8 0 63.7 7 7632 138 1944 4 0 97.1 8 7633 137 1946 0 3 64.9 9 8158 187 1945 0 0 72.5 10 1727 134 403 0 2 62.1 11 1729 135 405 3 1 79.1 12 7631 136 1943 1 0 11.6 13 63652 531 6895 1 3 58.2 14 Nor.Sor.3 Kor No. 432 79 - 0 2 40.0 15 Nor.Sor.3 Kor No. 1196 140 - 0 0 73.0 Total of Group 1 86 3 36 Group 2 16 29913 559 2053 2 0 7.4 17 29914 560 2054 1 2 79 18 29915 561 2055 1 0 82 19 29916 536 2056 4 1 2.2 Total of Group 2 9 0 70.6 Grand total 96 0 6.6

Appraisal According to the property appraisal report dated June 27, 2016, TPA used the market method for such land valuation under assumption that there is not any other legal obligation that could affect value of the property. However, since this is a vacant land and the Company is conducting a preliminary study on all projects expected to be developed thereon, the appraiser therefore deemed that the market method is the only approach suitable for valuing this type of property under its present status.

TPA appraised the land by comparison with other plots of land nearby. There were five comparable plots of land selected for the appraisal. TPA divided the land into two groups for appraisal. Data of those plots of land were analyzed and adjusted up/down based on relevant factors such as location, land area and shape, transportation, public utilities, and others. Details of the market value analysis of the appraised land are as follows:

Opinion of the Company on the tender offer for securities of the Company Page 61 Thai Property Public Company Limited - Translation - Form 250-2

Details Comparable market data Appraised Land plot no. 1 Land plot no. 2 Land plot no. 3 Land plot no. 4 Land plot no. 5 property Location Adjacent to Phe – Adjacent to Phe – Adjacent to Phe – Adjacent to Phe – Adjacent to Adjacent to Phe – Laem Mae Phim Laem Mae Phim Laem Mae Phim Laem Mae Phim public way Laem Mae Phim Road and the sea Road and the sea Road and the sea Road and the sea Road and the sea Type of property Vacant land Vacant land Vacant land Land and Vacant land Vacant land construction (resort) Distance from the - - - Seaside Seaside - appraised property Land area 6-0-79.1 rai 28 rai 36-2-61 rai 15 rai 5-3-18 rai 96-0-6.6 rai Land shape Rectangular Rectangular - - - Polygonal Width Fronting the road - Fronting the road Fronting the road Fronting the road - 45 meters and the 250 meters and the 80 meters and the 32 meters and the sea 45 meters sea 80 meters sea 80 meters sea 46 meters Offering price 87,000 40,000 23,650 55,000 55,000 - (Baht/sq.wah) Date of data June 2016 June 2016 June 2016 June 2016 June 2016 June 2016

Then, TPA adjusted the comparable land prices with various factors, the outcome of which is as tabulated below:

Details Weight Comparable market data Appraised property (%) Land plot Land plot no. Land plot Land plot Land plot no. 1 2 no. 3 no. 4 no. 5 Land Group 1 - Location 35 9 8 8 8 7 8 - Land size & shape 25 10 7 6 8 10 5 - Land level 15 3 3 3 3 3 4 - Transportation 15 9 8 8 8 7 8 - Public utilities 10 4 4 4 4 4 3 Total 100 785 660 635 685 685 615 Appraised price (Baht/sq.wah) 20,955 or 21,000 Land Group 2 - Location 35 9 8 8 8 7 6 - Land size & shape 25 10 7 6 8 10 9 - Land level 15 3 3 3 3 3 2 - Transportation 15 9 8 8 8 7 6 - Public utilities 10 4 4 4 4 4 3 Total 100 785 660 635 685 685 585 Appraised price (Baht/sq.wah) 9,457 or 9,500

Based on the above data, the total value of land in Rayong Province is as follows:

Opinion of the Company on the tender offer for securities of the Company Page 62 Thai Property Public Company Limited - Translation - Form 250-2

Value of Land Group 1 Baht 729.46 million Value of Land Group 2 Baht 34.87 million Total land value Baht 764.33 million

f) Construction of Hyde Sukhumvit 11 Condominium (“Hyde Sukhumvit 11”)

Details of property The appraised property is a freehold land under a title deed no. 2669 (3768) with a total area of 2 rai 1 ngan 58 square wah. The land is in rectangular shape, located on Soi Sukhumvit 11. GRAND currently is in the process of constructing a condominium project in the name Hyde Sukhumvit 11 on such land, consisting of a 39-storied residential condominium of 453 units (Building A) and a nine-storied residential condominium with car park and three underground levels of 25 units (Building B). At present, construction of Building A is underway, around 9.71% completed. Details of the project area are shown below:

No. Details of buildings Usable area (sq.m.) 1 39-storied residential condominium (Building A) - Interior usable area 27,788 - Parking space 125 Total 27,913 2 Nine-storied residential condominium with car park (Building B) - Interior usable area 1,927 - Parking space 6,653 Total 8,580

Appraisal In the appraisal to identify a market value of the property according to the current status of property construction on an unencumbered basis under the property appraisal report dated July 11, 2016, V&C applied the cost method as the main approach for valuing such property and the residual method for reviewing such valuation result.

. Appraisal by Cost Method V&C divided the property appraisal into two major items: 1) land and 2) buildings and construction.

Opinion of the Company on the tender offer for securities of the Company Page 63 Thai Property Public Company Limited - Translation - Form 250-2

1) Land V&C appraised the land by comparison with other plots of vacant land nearby. There were four comparable plots of land selected for the appraisal. Data of those plots of land were then analyzed and adjusted up/down based on relevant factors such as location, environment, public utility system, transportation, land shape and usage, and others. Details of the market value analysis of the appraised land are as follows: Details Comparable market data Appraised Land plot no. 1 Land plot no. 2 Land plot no. 3 Land plot no. 4 property Location Soi Sukhumvit 11 Sukhumvit Road Soi Sukhumvit 23 Sukhumvit Road Soi Sukhumvit 11 Land area 1-2-00 rai 3-1-69.8 rai 2-2-17.20 rai 1-3-50 rai 2-1-58 rai Land shape Rectangular Polygonal Polygonal Polygonal Rectangular Width (meter) 55 70 36 42 44 Land use Vacant land Developed into Q Developed into Developed into Developed into Hyde Sukhumvit Edge Sukhumvit 23 Marque Sukhumvit Sukhumvit 11 Condominium Offering price (Baht/sq. wah) 1,066,666 - - - Sale and purchase price (Baht/sq. - 1,700,000 910,000 1,500,000 wah) Date of data June 2016 2014 2012 2014 Adjusted by selling price -20,000 - - - (Baht/sq. wah) Adjusted by sale and purchase - 170,000 182,000 150,000 period (Baht/sq. wah) Adjusted by land filling cost - - - - (Baht/sq. wah) Total price after initial adjustment 1,046,666 1,870,000 1,092,000 1,650,000 (Baht/sq. wah) Adjustment by following factors - Location 6 9 5 8 7 - Environment 6 9 5 8 7 - Public utility system 8 8 8 8 8 - Transportation 7 9 7 8 7 - Land shape and usage 8 9 8 9 8 Adjusted price (Baht/sq. wah) 1,113,952 1,565,337 1,242,046 1,472,156 - Weighting 43.3% 13.4% 21.6% 21.6% - Appraised price (Baht/sq. wah) 1,279,829 or 1,300,000 Based on the above price, V&C viewed that an appropriate market value of the appraised land should be approximately Baht 1,245.40 million.

Opinion of the Company on the tender offer for securities of the Company Page 64 Thai Property Public Company Limited - Translation - Form 250-2

2) Building and other construction V&C calculated the new replacement cost of building and other construction, deducted by depreciation cost according to condition and age of the building and other construction, based on the construction cost appraisal of 2016 prepared by the Valuers Association of Thailand, and could arrive at total cost of construction after full completion of around Baht 1,263 million. Therefore, cost of the construction pro rata with percentage of completion as at present is equal to Baht 89.17 million approximately. The total value of the property appraised by the cost method is equal to about Baht 1,334.60 million.

. Appraisal by Residual Method – For reviewing the appraisal result The residual method is used to analyze an opportunity to generate income from the property, deducted by direct and indirect development cost and other expenses. Details of assumptions used for appraisal by the residual method are as follows: Items Assumptions Revenues Selling price of Building A units Baht 145,000 – 197,500 per sq.m. Selling price of Building B units Baht 125,000 – 150,000 per sq.m. Construction period 3 years Costs and other expenses* Cost of construction of Building A Cost of construction as at survey date: Baht 89.17 million Remaining cost of construction: Baht 886.20 million Cost of construction of Building B (not yet started) Baht 228.17 million Public utilities (not yet started) Baht 12.25 million Decoration (not yet started) Baht 47.31 million Other expenses Baht 1,172.01 million * Note Cost of construction of public utilities and other construction was based on the standard cost of the Valuers Association of Thailand, 2016.

The total value of the property appraised by the residual method is equal to about Baht 1,347.10 million.

From the appraisal of Hyatt Sukhumvit 11 project, V&C deemed that the cost method with the appraised value equal to Baht 1,334.60 million is a suitable approach. However, since the appraised value derived from the cost method is lower than the appraised value from the residual method, which was used for reviewing the appraisal result on a conservative basis,

Opinion of the Company on the tender offer for securities of the Company Page 65 Thai Property Public Company Limited - Translation - Form 250-2

we have instead adopted the appraised value derived from the residual method. Therefore, the total appraised value of Hyatt Sukhumvit 11 is Baht 1,347.10 million.

g) Hyde Sukhumvit Condominium (“Hyde Sukhumvit 13”)

As at June 30, 2016, there were 13 remaining units of Hyde Sukhumvit 13, of which 12 units have not yet been committed under a sale and purchase agreement. We have accordingly adopted for book value adjustment the value derived from appraisal of the remaining units for public purposes by V&C, which was hired by PF, using the comparative method, as a basis for analyzing and determining the selling price of those remaining units. Details of property and property appraisal The appraised property is a freehold property, consisting of 12 condominium units with an area ranging from 45.77 to 491.70 square meters per unit or a total area of 2,464.36 square meters. Hyde Sukhumvit 13 is a 43-storied residential condominium located next to Soi Sukhumvit 13, completely constructed. V&C appraised the condominium units, according to the property appraisal report dated July 11, 2016, under assumption that there is not any legal obligation that could affect value of the property. V&C took into account the selling price together with details of furniture and interior decoration of the project’s standards. Details of the remaining condominium units as of June 30, 2016 and selling price derived from the comparative method are as follows: No. Room no. Floor Area (sq.m.) Selling price (Baht/unit) 1 1/138 12 45.77 7,780,900 2 1/139 12 46.17 7,848,900 3 1/181 14 46.17 7,848,900 4 1/445 37, 38 188.94 41,566,800 5 1/446 37, 38 154.55 34,001,000 6 1/447 37, 38 154.48 33,985,600 7 1/448 37, 38 179.78 39,551,600 8 1/450 37, 38 216.86 47,709,200 9 1/451 37, 38 252.30 55,506,000 10 1/452 37, 38 239.80 52,756,000 11 1/453 39, 40 491.70 118,008,000 12 1/454 39, 40 447.84 107,481,600 Total 2,464.36 554,044,500

Opinion of the Company on the tender offer for securities of the Company Page 66 Thai Property Public Company Limited - Translation - Form 250-2

Based on the above information, the remaining condominium units were estimated at Baht 554.04 million.

h) Hua Hin Blue Lagoon Condominium (“Blue Lagoon”)

Details of property The appraised property is a freehold property, comprising six two-bedroom units, suites no. 1555/5, 1555/6, 1557/5, 1564/3, 1564/5 and 1564/6 in Hua Hin Blue Lagoon condominium project, on the second and the third floors. The project is located on Phetchakasem Road, Cha-am Sub-district, Cha-am District, Phetchaburi Province. The said condominium units have a total area as per the ownership document of 898 square meters, fully furnished according to the project’s standards, details of which are as follows: No. Building Level Room Unit area Room type Purpose of use no. (sq.m.) (bedroom/bathroom) 1 N1 3 1555/5 150 2/3 Not in use 2 N1 3 1555/6 150 2/3 Not in use 3 N3 3 1557/5 150 2/3 Not in use 4 S1 2 1564/3 148 2/3 Used as staff’s dormitory 5 S1 3 1564/5 150 2/3 Not in use 6 S1 3 1564/6 150 2/3 Used as office Total 898

Appraisal PF engaged V&C to appraise the remaining condominium units in this project. V&C employed the market comparison approach to appraise the said condominium units, according to the property appraisal report dated June 28, 2016, under assumption that there is not any legal obligation that could affect value of the property. Details of the market data used for comparison with the appraised property are as follows: Details Comparable data Appraised property Condominium unit 1 Condominium unit 2 Condominium unit 3 Condominium unit 4 Name of project Hua Hin Blue Hua Hin Blue Hua Hin Blue Hua Hin Blue Hua Hin Blue Lagoon Lagoon Lagoon Lagoon Lagoon Location Building N2 Building N2 Building N3 Building S5 Building N1 Type Residential Residential Residential Residential Residential condominium, unit condominium, condominium, unit condominium condominium, unit no. 1556/5 unit no. 1556/3 no. 1557/2 no. 1555/5 Level no. 3 2 1 3 3

Opinion of the Company on the tender offer for securities of the Company Page 67 Thai Property Public Company Limited - Translation - Form 250-2

Details Comparable data Appraised property Condominium unit 1 Condominium unit 2 Condominium unit 3 Condominium unit 4 Unit area (sq.m.) 150 148 148 150 150 Offering price (Baht/sq.m.) - - 67,500 - Sale and purchase price 50,000 49,000 - 46,000 (Baht/sq.m.) Sale and purchase date/ Late 2014 Mid-2013 June 2016 April 2015 Offering date Adjusted by selling price - - -4,500 - Adjusted by period 2,500 3,675 - 1,150 Adjusted by furniture cost -2,000 - -3,000 - Initial adjusted price 50,500 52,675 60,000 47,150 (Baht/sq.m.) Adjusted by following factors: - Project location and 7 7 7 7 7 environment - Unit location 6 7 10 6 6 - Public utility system 7 7 7 7 7 - Transportation 7 7 7 7 7 - Type of condominium 7 7 7 7 7 - Condition of the unit 8 7 9 7 7 Adjusted price (Baht/sq.m.) 49,077 51,923 53,766 47,150 - Weighting 4.7% 9.3% 1.2% 84.8% - Value of property (Baht/sq.m.) 47,762 or 48,000

V&C adopted the above appraised value as a basis for determining a selling price by adjusting it up/down according to level on which the unit is located, project location, and interior decoration of each unit. The appraisal of each unit is as follows: No. Building Level Unit no. Total unit area Market value of Market value of (sq.m.) each unit each unit (Baht/sq.m.) (Baht/unit) 1 N1 3 1555/5 150 48,000 7,200,000 2 N1 3 1555/6 150 48,000 7,200,000 3 N3 3 1557/5 150 48,000 7,200,000 4 S1 2 1564/3 148 49,000 7,252,000 5 S1 3 1564/5 150 48,000 7,200,000 6 S1 3 1564/6 150 48,000 7,200,000 Total 43,252,000

Therefore, the total appraised value of this property is Baht 43.25 million.

Opinion of the Company on the tender offer for securities of the Company Page 68 Thai Property Public Company Limited - Translation - Form 250-2

2. Book value of Pacific Place office building project (“Pacific Place”) which is operated by PED, a wholly-owned subsidiary of TPROP. We have adjusted the project’s book value based on the latest appraisal by V&C, which was hired by PED to re-appraise such property for public purposes.

Details of property The appraised property includes leasehold right of land and buildings, located on Sukhumvit Road, adjacent to the Landmark Hotel Bangkok, comprising two buildings, One Pacific Place and Two Pacific Place, currently used as offices. Details of the key property items are as follows:

. Land Land on which Pacific Place is located is a leasehold property on lease between Jaemchanin Co., Ltd. (lessor) and Sukhumvit Property Co., Ltd. (lessee) (currently renamed PED) for a lease term of 30 years from February 1, 1989 to January 31, 2019. Thus, the remaining lease period from the appraisal date (June 15, 2016) is about 2 years and 7 months. Details of such land are as follows: No. Title deed no. Parcel no. Dealing file no. Area as per title document Rai Ngan Sq. wah 1 8050 1557 777 1 3 55.7 2 13774 1559 3958 1 3 51.0 3 13775 1558 3959 0 0 76.5 Total land area 3 3 83.2

. One Pacific Place One Pacific Place is a 19-storied office building with a gross floor area of about 30,778 square meters and a net lettable area of around 16,233 square meters. The building is aged about 25 years. Its usable area and usage are as follows: Use of property Level Area (sq.m.) Commercial area G (1) 205 Office area G (1) – M (mezzanine) and 8 – 20 (19) 15,752 Storage area 2 – 7 276 Common area G (1)– 20 (19) 5,287 Parking 2 – 7 9,258 Total area 30,778

Opinion of the Company on the tender offer for securities of the Company Page 69 Thai Property Public Company Limited - Translation - Form 250-2

. Two Pacific Place Two Pacific Place is a 30-storied office building with a gross floor area of about 39,668 square meters and a net lettable area of around 21,563 square meters. The building is aged about 22 years. Its usable area and usage are as follows: Use of property Level Area (sq.m.) Commercial area G (1) – M (mezzanine) 1,041 Office area 11 – 30 (29) 20,347 Storage area 5 – 10 175 Common area G (1) – 30 (29) 6,819 Parking 2 – 10 11,286 Total area 39,668

Appraisal In the appraisal to identify a market value of the leasehold right according to the current status of retail rentees with remaining lease term of 2 years and 7 months as of the appraisal date under assumption that there is not any legal dispute or obligation that could affect value of the property appraised under the property appraisal report, V&C selected the income approach with the discounted cash flow technique for appraising the property and used the cost method for reviewing such appraisal result. Details of the assumptions are as follows: Items Assumptions Revenues One Pacific Place Retail rental fee Year 1: Baht 1,000/sq.m./month Year 2 onwards: Increasing 3.5% per year Office rental fee Year 1: Baht 650/sq.m./month Year 2 onwards: Increasing 3.5% per year Storage rental fee Year 1: Baht 300/sq.m./month Year 2 onwards: Increasing 3.5% per year Other revenues 3.5% of revenues from lettable area Two Pacific Place Retail rental fee Year 1: Baht 1,500/sq.m./month Year 2 onwards: Increasing 3.5% per year Office rental fee Year 1: Baht 650/sq.m./month Year 2 onwards: Increasing 3.5% per year Storage rental fee Year 1: Baht 300/sq.m./month Year 2 onwards: Increasing 3.5% per year Other revenues 3.5% of revenues from lettable area

Opinion of the Company on the tender offer for securities of the Company Page 70 Thai Property Public Company Limited - Translation - Form 250-2

Items Assumptions Related expenses Management expenses Year 1: Baht 276/sq.m./month (increasing 3% per year) Insurance Year 1: Baht 900,000/year (increasing 3% per year) Building tax 12.5% of 50% of revenues from lettable area Reserves for building renovation and maintenance 3% of total revenues Other expenses Year 1: Baht 3.4/sq.m./month (increasing 3% per year) Discount rate 11.0% Note: Occupancy rate was based on the occupancy rate in present market condition of Sukhumvit area.

Under the above assumptions, V&C appraised value of the leasehold right for the remaining lease term of 2 years and 7 months at approximately Baht 365.80 million.

3. Book value of TPROP’s property which is land on Soi Sukhumvit 30 (“Sukhumvit 30 Land”) recently acquired by the Company

Details of property The appraised property is a freehold land jointly owned by U&I Construction Bangkok Co., Ltd. (“U&I”) and the Company, under title deed no. 7758, parcel no. 4401 (533), with a total area of 1- 2-3 rai, of which 1 ngan 60 square wah belongs to the Company. The land is in a rectangular shape located on Soi Sukhumvit 30. U&I and the Company have just acquired such land in Q3/2016 and plan to develop a condominium project thereon. A detailed project study is currently underway.

Appraisal According to the property appraisal report dated August 29, 2016, V&C employed the market comparison approach to appraise the said land, under assumption that there is not any legal obligation that could affect value of the property. Since this is a vacant land with only a two-storied single house situated thereon and the Company is conducting a preliminary study on project expected to be developed on the land, the appraiser deemed that the market comparison approach was the only method suitable for valuing this type of property under its present status. Appraisal was made on the land only, excluding the said construction. The whole plot of land, including both the parcel owned by U&I and that of the Company, was evaluated because both of them similarly are member companies under PF group and the project is expected to be co- developed by them.

Opinion of the Company on the tender offer for securities of the Company Page 71 Thai Property Public Company Limited - Translation - Form 250-2

V&C appraised the land by comparison with other plots of land nearby. There were four comparable plots of land selected for the appraisal. Data of those plots of land were then analyzed and adjusted up/down based on relevant factors such as location, environment, public utility system, transportation, land shape and usage, and others. Details of the market value analysis of the appraised land are as follows:

Details Comparable market data Appraised Land plot no. 1 Land plot no. 2 Land plot no. 3 Land plot no. 4 property Location Soi Sukhumvit 11 Sukhumvit Road Sukhumvit Road Sukhumvit Road Soi Sukhumvit 30 Land area 1-2-00 rai 3-1-69.8 rai 1-3-50 rai 1-3-37 rai 1-2-3 rai Land shape Rectangular Polygonal Polygonal Trapezoid Rectangular Width (meter) 55 70 42 38 40 Land use Vacant land Developed into Q Developed into Developed into The Developed into a Sukhumvit Marque Sukhumvit Diplomat 39 condominium Condominium Offering price (Baht/sq. wah) 1,066,666 - - - Sale and purchase price (Baht/sq. - 1,700,000 1,500,000 1,275,000 wah) Date of data August 2016 2014 2014 2015 Adjusted by selling price -20,000 - - - (Baht/sq. wah) Adjusted by period (Baht/sq. wah) - 170,000 150,000 63,750 Adjusted by land level (Baht/sq. - - - - wah) Total price after initial adjustment 1,046,666 1,870,000 1,650,000 1,338,750 (Baht/sq. wah) Adjustment by following factors - Location 6 10 8 7 6 - Environment 6 9 8 7 6 - Public utility system 8 8 8 8 8 - Transportation 6 9 7 8 7 - Land shape and usage 8 10 8 8 7 Adjusted price (Baht/sq. wah) 1,008,743 1,295,365 1,388,924 1,179,164 - Weighting 64.0% 5.4% 12.8% 17.8% - Appraised price (Baht/sq. wah) 1,103,248 or 1,100,000

Based on the above data, the land with total area of 1-2-3 rai (603 square wah) was appraised at a total value of Baht 663.30 million and, hence, the parcel belonging to the Company of 1 ngan 60 square wah (160 square wah) or 26.53% of the total land area was valued at Baht 176 million.

Opinion of the Company on the tender offer for securities of the Company Page 72 Thai Property Public Company Limited - Translation - Form 250-2

Currently the Company had entered into a to-buy and to-sell agreement of such land with a purchase price of approximately Baht 1.21 million per square wah or approximately Baht 194 million in total. It was expected the land will be transferred within 6 months. Therefore, we made an adjustment on the asset value based on the purchase price instead of the appraisal value.

Results of the adjustment to book value of all property projects of TPROP according to the above property appraisal can be summed up as follows: Unit: Baht million Book value as Appraisal Appraised Transfer Income tax Surplus on at June 30, method value expenses on sale of book value 2016 property Project of PED 1. Pacific Place office buildings 240.08 Income 365.80 9.55 23.23 92.94 approach Total 92.94 Project of TPROP 1. Sukhumvit 30 Land 160.00 Purchase 194.16 8.35 5.16 20.65 price Total 20.65 Projects of GRAND and its subsidiaries 1. The Westin Hotel and Robinson 623.38 Income 900.60 N/A N/A N/A Department Store approach 2. Sheraton Hua Hin Hotel 1,128.35 Income 2,006.00 N/A1 175.53 702.12 approach 3. Sheraton Pranburi Hotel 425.65 Income 404.00 10.54 - (32.19) approach 4. Construction of Hyatt Sukhumvit Hotel 1,708.06 Cost method 2,173.00 136.90 65.61 262.43 5. Land in Rayong Province 712.29 Market 764.33 48.15 0.78 3.11 method 6. Construction of Hyde Sukhumvit 11 1,143.53 Residual 1,347.10 N/A1 40.71 162.86 Condominium method 7. Hyde Sukhumvit 13 Condominium units 213.76 Comparative 554.04 34.90 61.08 244.30 method 8. Blue Lagoon Condominium units 31.72 Market 2.72 1.76 comparison 43.25 7.05 approach Total 1,349.67 TPROP’s shareholding in GRAND 40.62% Surplus on book value pro rata with TPROP’s shareholding in GRAND 548.25 Total adjustment to book value of all projects 661.84 Note: 1 Already included in the appraiser’s assumptions. 2 The IFA has not made adjustment to property value in The Trendy Condominium Project because, presently, there are only two units remaining one of which is being seized and the other is being used as a sales office. As at June 30, 2016, such property had a book value of approximately Baht 15.66 million.

Opinion of the Company on the tender offer for securities of the Company Page 73 Thai Property Public Company Limited - Translation - Form 250-2

From the above adjustment, the adjusted book value of the Company’s shares is as follows: Items Amount (Baht million) Shareholders’ equity of the Company as at June 30, 2016 1,735.79 Adjustment items Add Increase in value of various projects 661.84 Net book value after adjustment 2,397.62 Total number of paid-up shares (million shares) 3,193.19 Book value per share (Baht/share) 0.75

By the adjusted book value approach according to TPROP’s consolidated financial statements, the Company’s shares are appraised at Baht 0.75 per share.

5.2.1.2.2 Adjusted book value approach from separate financial statement of the Company

Under this method, the shares are valuated based on TPROP’s book value shown on its reviewed separate financial statement as of June 30, 2016, adjusted by value of following transactions:

1. Value of Sukhumvit 30 Land recently acquired by U&I and the Company, based on the latest appraisal with adjustment made by the IFA to the book value by an amount of Baht 20.65 million (see details in Item 5.2.1.2.1 ‘Adjusted book value approach from consolidated financial statement of the Company’).

2. Value of investments in the Company’s subsidiaries in order to reflect the investment value in its subsidiaries, including GRAND which is the main income-earning subsidiary of the Company, according to the most current market price and/or book value of all subsidiaries. The derived value is then divided by the total number of issued and fully paid shares of the Company. We have adjusted the book value of the following transactions: Unit: Baht million Shareholding Investment Market value/Book Increase (%) value as at June value of subsidiaries (Decrease) in 30, 2016 investment value 1. GRAND and subsidiaries 40.62 177.80 962.321 784.52 2. PED 100 6.92 (306.04)2 (312.95) 3. MPH 100 5.00 (63.24)3 (68.24) 4. SCP 100 1.60 532.714 531.11 Total 191.32 1,125.76 934.44

Opinion of the Company on the tender offer for securities of the Company Page 74 Thai Property Public Company Limited - Translation - Form 250-2

Unit: Baht million Shareholding Investment Market value/Book Increase (%) value as at June value of subsidiaries (Decrease) in 30, 2016 investment value Total adjustment after corporate income tax 938.87 747.55 Note: 1 Calculated from market price of GRAND as at September 20, 2016 of Baht 0.82/share. 2 Calculated from book value as at June 30, 2016 of PED according to the trial balance used for preparing the consolidated financial statements of TPROP, then adjusted by value of Pacific Place office buildings as appraised by V&C. 3 Calculated from book value as at June 30, 2016 of MPH according to the trial balance used for preparing the consolidated financial statements of TPROP. 4 Calculated from book value as at June 30, 2016 of SCP according to the trial balance used for preparing the consolidated financial statements of TPROP.

From the above adjustment, the adjusted book value of the Company’s shares is as follows: Items Amount (Baht million) Shareholders’ equity of the Company as at June 30, 2016 1,285.16 Adjustment items Add Increase in asset value 20.65 Add Increase in value of investments 747.55 Net book value after adjustment 2,053.36 Total number of paid-up shares (million shares) 3,193.19 Book value per share (Baht/share) 0.64

By the adjusted book value approach according to TPROP’s separate financial statement, the Company’s shares are appraised at Baht 0.64 per share.

5.2.1.3 Weighted Average Market Price Approach

TPROP shares are not traded on the stock market because the shares have been classified by the SET into the group facing possible delisting due to financial conditions and operations (Non Compliance and Non Performing Group: NC & NPG) in stage 3 since July 3, 2006 up to the present. As such, a reference market price is not available and, hence, share valuation cannot be made by this method.

5.2.1.4 Market Comparables Approach

The share valuation by this method is made by comparison of financial ratios of entities listed in the same industry on the SET and operating a similar type of business. For comparison with TPROP, we have

Opinion of the Company on the tender offer for securities of the Company Page 75 Thai Property Public Company Limited - Translation - Form 250-2 selected 10 SET-listed companies in the Services Industry Group, Tourism & Leisure Sector, engaging in hotel business (“Peer Group”).3

Peer Group Symbol Total Shareholders’ Total Average yearly P/E5/ P/BV5/ assets3/ equity3/ revenues3/ turnover ratio4/ (time) (time) (Baht million) (Baht million) (Baht million) (%) 1. Asia Hotel Plc. 1/ ASIA 9,154.43 5,546.82 665.62 6.80 8.34 0.43

2. Central Plaza Hotel Plc.1/ CENTEL 24,489.70 10,408.63 10,199.05 48.37 32.82 5.50

3. Dusit Thani Plc.1/ DTC 8,940.89 5,485.58 2,834.81 8.72 53.50 1.89

4. The Erawan Group Plc.1/ ERW 14,601.40 4,996.68 2,842.10 68.04 44.06 2.43

5. Grande Asset Hotels and Property GRAND 6,731.52 2,886.23 742.69 48.90 N/A 0.89 Plc.2/ 6. Laguna Resort and Hotel Plc.1/ LRH 19,438.05 11,798.31 2,766.27 3.28 14.72 0.37

7. Mandarin Hotel Plc.1/ MANRIN 990.60 454.18 158.67 1.50 N/A 1.71

8. OHTL Plc.1/ OHTL 2,086.30 781.31 1,028.80 0.15 98.40 17.98

9. Royal Orchid Hotel (Thailand) Plc.1/ ROH 1,017.57 820.68 436.52 0.09 31.58 3.44

10. Shangri-La Hotel Plc.1/ SHANG 8,270.39 7,803.63 1,163.11 0.43 16.58 1.14

Source: www.setsmart.com Note: 1/ These are the nine entities listed in the SET’s Services Industry Group, Tourism & Leisure Sector, selected by the IFA for this analysis. 2/ GRAND is a subsidiary of the Company and, hence, is not included in the comparison. 3/ The data on total assets, shareholders’ equity and total revenues are derived from the reviewed financial statement for a six-month period ended June 30, 2016. 4/ The average yearly turnover ratio is computed from the sum of the percentage of total trading volume to total number of paid-up shares of the individual securities over one year retroactive between Septembere 21, 2015 and September 20, 2016, which was the last business day before the date the Offeror submitted the tender offer for TPROP securities. 5/ Average value over three months up to Septembeer 20, 2016, which was the last business day before the date the Offeror submitted the tender offer for TPROP securities.

3 Since TPROP has been moved to the NC & NP Group, its financial ratio is not available for comparison with the Peer Group. However, over the past several years the Company has earned income mainly from hotel business, whereas GRAND, a subsidiary that could generate revenues for more than 50% of total revenues shown on the Company’s consolidated financial statements, is also listed in the Tourism & Leisure Sector. The IFA has accordingly selected listed entities in the said sector for comparison.

Opinion of the Company on the tender offer for securities of the Company Page 76 Thai Property Public Company Limited - Translation - Form 250-2

Out of the nine selected peers, ASIA, DTC, LRH, MANRIN, OHTL, ROH and SHANG had a turnover ratio in the one-year period up to the cut-off date of September 20, 2016 lower than 10% of their total paid-up shares. As such, the trading prices could not accurately reflect the value of their shares and, thus, the market- based ratios of these entities are not suitable for the comparison under this approach. In our analysis, we have thus adopted only the ratios of CENTEL and ERW in the valuation to determine a reasonable value of TPROP shares.

The financial ratios we used for share valuation by this approach are 1) price to earnings ratio or P/E ratio and 2) price to book value ratio or P/BV ratio.

5.2.1.4.1 Price to Earnings Ratio or P/E Ratio

Using this method, the shares are valuated based on the Company’s earnings per share, multiplied by the average P/E ratio of the selected two entities listed in the SET’s Services Industry Group, Tourism & Leisure Sector, operating a similar type of business to the Company, as described above. Nonetheless, over the past four quarters up to June 30, 2016, the Company has operated at a loss. As such, this approach is not applicable to valuation of TPROP shares.

. Price to Book Value Ratio or P/BV Ratio

Under this method, the shares are appraised by multiplying the Company’s book value as of June 30, 2016, which is Baht 0.54 per share, by the average P/BV ratio of the selected two entities listed in the SET’s Services Industry Group, Tourism & Leisure Sector, operating a similar type of business to the Company, as described above, prevailing in different horizons of three months, six months, nine months and 12 months retroactive up to the cut-off date of Septembere 20, 2016, which was the last business day before the date the Offeror submitted the tender offer for TPROP securities. Details of the valuation of TPROP shares by this approach are as follows:

Average P/BV ratio of Peer Group in Tourism & Leisure Sector: Period CENTEL ERW Average 3 months (Jun 21, 16 – Sep 20, 16) 5.50 2.43 3.96 6 months (Mar 21, 16 – Sep 20, 16) 5.60 2.39 4.00 9 months (Dec 21, 15 – Sep 20, 16) 5.38 2.33 3.85 12 months (Sep 21, 15 – Sep 20, 16) 5.23 2.29 3.76 Source: www.setsmart.com

Opinion of the Company on the tender offer for securities of the Company Page 77 Thai Property Public Company Limited - Translation - Form 250-2

Outcome of TPROP share valuation by the P/BV ratio approach:

Period Average Share value P/BV ratio (time) (Baht/share) 3 months (Jun 21, 16 – Sep 20, 16) 3.96 2.15 6 months (Mar 21, 16 – Sep 20, 16) 4.00 2.17 9 months (Dec 21, 15 – Sep 20, 16) 3.85 2.09 12 months (Sep 21, 15 – Sep 20, 16) 3.76 2.04

The appropriate value of TPROP shares measured by the P/BV ratio approach is in a range of Baht 2.04 – 2.17 per share.

5.2.1.5 Discounted Cash Flow Approach

This method measures the share value by estimating net free cash flow expected to be received in the future and then discounting it to present value with a proper discount rate. We have estimated the net cash flow from a financial projection of TPROP for the next 18 years of 2016-2033 according to the longest remaining term of the leasehold right that will expire in 2032, under assumption that the said leasehold right is not renewed, with further projection for another one year to measure the terminal value. The financial projection is prepared based on the Company’s historical performance shown in the financial statements and its future business and investment plans provided by the Company’s management. We have studied and analyzed the reliability and reasonableness of all assumptions adopted in the said financial projection by comparison with the historical performance, the future business and investment plans obtained from TPROP management, and information on industry and overall economic condition. This study is based on the assumption that the Company neither makes any material change in its business plan nor is not significantly affected by the dispute with the owner of land currently leased by the Company and its subsidiaries and that its operation continues on a going concern basis, and is also based on the economic circumstances prevailing at the time of preparing this study. Should there be any significant change in the economic condition as well as other external factors affecting the operation of TPROP, including any significant change in the situation of the Company from the assumptions used for the said financial projection, the share value measured by this approach may also change.

Since the Company is currently holding 40.62% of the total paid-up shares of GRAND, the shareholding by other shareholders is as high as 59.38% of the total paid-up shares of GRAND. We have thus appraised the Company’s value based on projection under its consolidated financial statements and appraised GRAND’s value from the projection under the consolidated financial statements of GRAND in order to determine value of

Opinion of the Company on the tender offer for securities of the Company Page 78 Thai Property Public Company Limited - Translation - Form 250-2 non-controlling interests of GRAND. Then, we have deducted the value of non-controlling interests of GRAND from the Company’s value to derive only value of equity holders of the Company.

. Key financial assumptions

1) Hotel business

Presently, GRAND, which is a subsidiary of the Company, is operating three hotels, namely the Westin Hotel, Sheraton Hua Hin Hotel, and Sheraton Pranburi Hotel, and is in the process of constructing Hyatt Sukhumvit Hotel and conducting a feasibility study on one more hotel to be located on the land plot in Rayong that has just been acquired in May 2016. Revenues from hotel operations consist of room revenues, food & beverages income, and other income. Key assumptions used in the projection can be summed up as follows:

1.1 Room revenues

2016 2017 2018 2019 2020 2021 onwards Expiry date of leasehold right - The Westin Hotel April 16, 2022 - Sheraton Hua Hin Hotel N/A - Sheraton Pranburi Hotel November 7, 2032 - Hyatt Sukhumvit Hotel N/A - Hotel in Rayong N/A Number of guestrooms (rooms) - The Westin Hotel 362 362 362 362 362 362 - Sheraton Hua Hin Hotel 240 240 240 240 240 240 - Sheraton Pranburi Hotel 53 53 53 53 53 53 - Hyatt Sukhumvit Hotel - 273 273 273 273 273 - Hotel in Rayong - - - - 150 150 Occupancy rate (%) - The Westin Hotel 76% 76% 76% 76% 76% 76% - Sheraton Hua Hin Hotel 77% 80% 80% 80% 80% 80% - Sheraton Pranburi Hotel 49% 54% 59% 64% 69% 69% - Hyatt Sukhumvit Hotel - 60% 65% 72% 75% 75% - Hotel in Rayong - - - - 60% 65 – 75% Average room rate (Baht/room/night) - The Westin Hotel 4,034 4,202 4,377 4,560 4,750 4,948 Growth rate per year (%) 4% 4% 4% 4% 4% 4% in 2021 - Sheraton Hua Hin Hotel 4,131 4,312 4,501 4,698 4,904 5,119 in 2021

Opinion of the Company on the tender offer for securities of the Company Page 79 Thai Property Public Company Limited - Translation - Form 250-2

2016 2017 2018 2019 2020 2021 onwards Growth rate per year (%) 4% 4% 4% 4% 4% 4% - Sheraton Pranburi Hotel 6,996 7,486 7,860 8,205 8,564 8,939 in 2021 Growth rate per year (%) 10% 7% 5% 4% 4% 4% - Hyatt Sukhumvit Hotel - 4,500 4,815 5,056 5,258 5,468 in 2021 Growth rate per year (%) - - 7% 5% 4% 4% - Hotel in Rayong - - - - 4,000 4,280 in 2021 Growth rate per year (%) - - - - - 4 – 7%

- Occupancy rate During 2013-2015, the occupancy rate of the Westin Hotel stood at 77%, 58% and 74% respectively. The decrease in 2014 was caused by the political situation in the first half of the year which adversely affected hotel operators in Bangkok. We therefore project the occupancy rate at 76% from 2016 onwards, equivalent to the average occupancy rate of 2013 and 2015 when the internal situation remained normal. Sheraton Hua Hin Hotel recorded an occupancy rate in 2013-2015 of 73%, 64% and 72% respectively. The decline in 2014 resulted from the internal political situation which relatively slowed down the economy, and the hotel renovation including building of a new banquet room which was completed in November 2014. We project the occupancy rate to rise to 77% in 2016 and 80% in 2017 in line with the increasing popularity of the hotel location among both Thai and international visitors, and then to remain constant from 2018 onwards. The occupancy rate of Sheraton Pranburi Hotel was at 21% in October-December 2013 (the hotel was opened to service on October 1, 2013 after the business takeover by GRAND), 33% in 2014 and 44% in 2015. In 2016-2020, we expect the occupancy rate to increase by 5% per year in line with the rising popularity of the hotel location among Thai and foreign tourists, and to remain constant from 2021 onwards. As for Hyatt Sukhumvit Hotel which is expected to be completed and start commercial operation in 2017, the Company’s management projects the occupancy rate at 60% in the first year of operation, then rising to 65%, 72% and 75% in 2018-2020 respectively. The occupancy rate will steady at 75% from 2021 onwards, which is close to that of the Westin Hotel in the corresponding year. The hotel in Rayong Province will be located on land newly acquired by the Company in Q2/2016. With the detailed project study still underway, it is initially expected that the hotel development will be completed and commercial operation commence in 2020. The Company’s management forecasts the occupancy rate at 60% in the first year of operation,

Opinion of the Company on the tender offer for securities of the Company Page 80 Thai Property Public Company Limited - Translation - Form 250-2

then growing to 65%, 72% and 75% in 2021-2023 respectively and remaining constant at 75% from 2024 onwards.

- Average room rate The room rate of the Westin Hotel in 2013-2015 averaged at Baht 3,941, Baht 3,746 and Baht 3,872 per night, representing a growth rate of 5%, -5% and 3% respectively. Since the drop in room rate in 2014 stemmed from political turmoil in the first half of the year which had hard hit hotel business in Bangkok, we therefore forecast the average room rate to increase by 4% per year throughout the projection period based on the average growth rate in 2013 and 2015 when the internal situation remained normal. The average room rate of Sheraton Hua Hin Hotel was Baht 3,742, Baht 3,792 and Baht 3,958 per night in 2013-2015 respectively, growing by 5%, 1% and 4% respectively. The decrease in average room rate growth in 2014 resulted mainly from hotel renovation which was finished in late 2014. We therefore estimate that the average room rate will grow by 4% per year based on the increase rate in 2015 after completion of the hotel renovation. The average room rate of Sheraton Pranburi Hotel during October-December 2013 (the hotel was opened to service on October 1, 2013 after the business takeover by GRAND) and in 2014 and 2015 stood at Baht 7,972, Baht 6,603 and Baht 6,360 per night respectively, a drop of 17% in 2014 and 4% in 2015 due to the hotel renovation which began in 2014 and was just completed in November 2015. The Company’s management therefore projects the average room rate in 2016-2018 to increase by 10%, 7% and 5% respectively. Since all guestrooms of the hotel are of the pool villa type which provides more privacy, its room rate is expected to be higher than general hotel rooms. After that, the average room rate is estimated to increase 4% per year according to the growth rate of Sheraton Hua Hin Hotel. According to the projection by the Company’s management, the average room rate of Hyatt Sukhumvit Hotel will be Baht 4,500 per night in 2017 and will rise by 7%, 5% and 4% per year in 2018-2020 respectively and then by 4% per year from 2021 onwards. However, the average room rate of Hyatt Sukhumvit Hotel is not comparable to that of the other hotel of TPROP in the same location, i.e. the Westin Hotel, due to their different target groups. Hyatt Sukhumvit Hotel targets at MICE ( Meetings, Incentives, Conferences and Exhibitions) customers who spend more than general tourists and the hotel is newer, hence a higher room rate than that of the Westin Hotel. With such group of customers, Hyatt Sukhumvit’s ratio of food and beverages income to room revenues will also be higher than usual.

Opinion of the Company on the tender offer for securities of the Company Page 81 Thai Property Public Company Limited - Translation - Form 250-2

For the hotel in Rayong, the Company’s management initially projects the average room rate to be Baht 4,000 per night in 2020 and to increase by 7%, 6% and 4% in 2021-2023 respectively and then by 4% per year from 2024 onwards.

1.2 Food and beverages income and other revenues

2016 2017 2018 2019 2020 2021 onwards Ratio of food and beverages income to room revenues (%) - The Westin Hotel 45% 45% 45% 45% 45% 45% - Sheraton Hua Hin Hotel 57% 57% 57% 57% 57% 57% - Sheraton Pranburi Hotel 40% 40% 40% 40% 40% 40% - Hyatt Sukhumvit Hotel - 82% 82% 82% 82% 82% - Hotel in Rayong - - - - 70% 70% Ratio of other revenues to room revenues (%) - The Westin Hotel 11% 11% 11% 11% 11% 11% - Sheraton Hua Hin Hotel 8% 8% 8% 8% 8% 8% - Sheraton Pranburi Hotel 2% 2% 2% 2% 2% 2% - Hyatt Sukhumvit Hotel - 17% 17% 17% 16% 16% - Hotel in Rayong - - - - 7% 7%

- Food and beverages income Food and beverages income of the Westin Hotel during 2013-2015 contributed to 39%, 43% and 45% of room revenues respectively. We project the ratio of food and beverages income to room revenues at 45% from 2016 onwards, which is equal to the ratio in 2015 due to the completion of restaurant and banquet room renovation in 2014. For Sheraton Hua Hin Hotel, its food and beverages income during 2013-2015 represented 54%, 51% and 57% of room revenues respectively. We estimate the ratio of food and beverages income to room revenues to be 57% from 2016 onwards, equivalent to the ratio in 2015 due to the completion of banquet room construction in late 2014. Food and beverages income of Sheraton Pranburi Hotel represented 26% of room revenues in October-December 2013, 31% in 2014 and 38% in 2015. We project the ratio of food and beverages income to room revenues at 40% from 2016 onwards as the construction of multi- function room and pool bar has just been completed in November 2015.

Opinion of the Company on the tender offer for securities of the Company Page 82 Thai Property Public Company Limited - Translation - Form 250-2

The ratio of food and beverages income to room revenues of Hyatt Sukhumvit Hotel is projected higher than other hotels as it is targeted at MICE customers. The Company’s management projects food and beverages income at 82% of room revenues from 2017 onwards. For the hotel in Rayong, the Company’s management initially forecasts the ratio of food and beverages income to room revenues to be 70% from 2020 onwards.

- Other revenues Other revenues include charges on telephone, laundry service, fitness center, business center, hotel space rental, etc. In 2013-2015, other revenues of the Westin Hotel were 11%, 12% and 10% of room revenues respectively. We estimate the ratio of other revenues to room revenues from 2016 onwards at 11% based on the average of this ratio in 2013-2015. Other revenues of Sheraton Hua Hin Hotel represented 8%, 8% and 7% of room revenues in 2013-2015 respectively. The ratio of other revenues to room revenues from 2016 onwards is projected at 8% based on the average of this ratio in 2013-2015. Other revenues of Sheraton Pranburi Hotel made up 0.41%, 0.69% and 1.53% of room revenues in October-December 2013 and full year 2014 and 2015 respectively. The ratio of other revenues to room revenues from 2016 onwards is estimated at 1.53% based on the average ratio in 2015. The ratio of other revenues to room revenues of Hyatt Sukhumvit Hotel is estimated, according to forecast by the Company’s management, at 16% – 17% from 2017 onwards. For the hotel in Rayong, the Company’s management initially forecasts the ratio of other revenues to room revenues to be 7% from 2020 onwards.

1.3 Cost of operations

- Room cost Room cost of the Westin Hotel accounted for 19%, 22% and 20% of room revenues in 2013- 2015 respectively. The ratio of room cost to room revenues from 2016 onwards is projected at 20% based on the average of this ratio in 2013-2015. Room cost of Sheraton Hua Hin Hotel during 2013-2015 represented 19%, 20% and 19% of room revenues respectively. The ratio of room cost to room revenues from 2016 onwards is projected at 19% based on the average ratio in 2013-2015.

Opinion of the Company on the tender offer for securities of the Company Page 83 Thai Property Public Company Limited - Translation - Form 250-2

Room cost of Sheraton Pranburi Hotel was 42% of room revenues in October-December 2013, 33% in 2014 and 30% in 2015. The ratio of room cost to room revenues is estimated at 30% from 2016 onwards in line with the ratio in 2015. The ratio of room cost to room revenues of Hyatt Sukhumvit Hotel from 2017 onwards is projected at 20%, which is close to the average room cost ratio of the Westin Hotel over the past three years. For the hotel in Rayong, the Company’s management initially forecasts the ratio of room cost to room revenues to be 20% from 2020 onwards, which is about the same as the room cost ratio of Sheraton Hua Hin Hotel.

- Food and beverages cost Food and beverages cost of the Westin Hotel accounted for 74%, 86% and 75% of food and beverages income in 2013-2015 respectively. We project the ratio of food and beverages cost to food and beverages income at 78% from 2016 onwards based on the average of this ratio in 2013-2015. For Sheraton Hua Hin Hotel, food and beverages cost represented 65%, 72% and 62% of food and beverages income during 2013-2015 respectively. We estimate the ratio of food and beverages cost to food and beverages income from 2016 onwards at 66% based on the average of this ratio in 2013-2015. Food and beverages cost of Sheraton Pranburi Hotel represented 140% of food and beverages income in October-December 2013, 116% in 2014 and 94% in 2015. We project the ratio of food and beverages cost to food and beverages income from 2016 onwards at 94% based on the ratio in 2015. The ratio of food and beverages cost to food and beverages income for Hyatt Sukhumvit Hotel is estimated at 53% from 2017 onwards in line with projection by the Company’s management. For the hotel in Rayong, the Company’s management initially forecasts the ratio of food and beverages cost to food and beverages income to be 65% from 2020 onwards, which is close to the food and beverages cost ratio of Sheraton Hua Hin Hotel.

Opinion of the Company on the tender offer for securities of the Company Page 84 Thai Property Public Company Limited - Translation - Form 250-2

- Cost of other revenues Cost of other revenues of the Westin Hotel accounted for 32%, 34% and 30% of other revenues in 2013-2015 respectively. We project the cost to other revenues ratio from 2016 onwards at 32% based on the average of such ratio in 2013-2015. Cost of other revenues of Sheraton Hua Hin Hotel represented 40%, 35% and 32% of other revenues in 2013-2015 respectively. We estimate that the cost to other revenues ratio from 2016 onwards will be 36% based on the average of this ratio in 2013-2015. Cost of other revenues of Sheraton Pranburi Hotel made up 203% of other revenues in October-December 2013, 55% in 2014 and 0.25% in 2015. We project the cost to other revenues ratio from 2016 onwards to be 0.25% in line with the ratio in 2015. Cost of other revenues of Hyatt Sukhumvit Hotel is projected at 33% – 34% of other revenues from 2017 onwards in accordance with forecast by the Company’s management. For the hotel in Rayong, the Company’s management initially forecasts the cost to other revenues ratio to be 50% from 2020 onwards.

2) Real estate development business

GRAND, a subsidiary of the Company, currently has three real estate projects available for sale, namely Hyde Sukhumvit 13, the Blue Lagoon and the Trendy; one project under development, i.e. Hyde Sukhumvit 11; and three projects under detailed study, comprising a villa project, a high-rise condominium project and a low- rise condominium project which will be developed on the land in Rayong recently acquired by the Company in May 2016. Additionally, the Company and U&I recently acquired Sukhumvit 30 Land whereby the Company planned to gain profit from the sale of land. However, should the land not be sold, the Company planned to develop a project on such land and is currently in the process of conducting a detailed study on project. Key assumptions in the projection are as follows:

1.1 Revenue from sale of real estate

Hyde Sukhumvit 13 is a 454-unit residential condominium project worth approximately Baht 5,130 million. Its revenue recognition started in late 2013 with revenue from sale of condominium units in 2013-2015 totaling Baht 103 million, Baht 4,044 million and Baht 287 million respectively. As at the end of 2015, there were 15 remaining units not yet transferred. During January-June 2016, three more units with a total value of approximately Baht 180 million were transferred, resulting in 12 units not yet transferred with a total value of about Baht 554 million according to the latest

Opinion of the Company on the tender offer for securities of the Company Page 85 Thai Property Public Company Limited - Translation - Form 250-2

appraisal. We assume that the ownership transfer for all such remaining units will be completed by 2016. Blue Lagoon project which is adjacent to Sheraton Hua Hin Hotel is divided into two sections, i.e. residential condominium and villas. At present, the remaining section is six condominium units. We assume that the Company will recognize revenue from all the remaining units by 2016, totaling approximately Baht 43 million based on the latest property appraisal. The Trendy Condominium is a mix-use condominium project located on Soi Sukhumvit 13. Construction was completed in 2007. The project space is divided into three zones, i.e. office, shopping plaza and residential condominium. At present, there are only two remaining units in office and plaza sections, one of which is under court proceedings and the other has been used as sale office. We therefore do not estimate recognition of revenue from these remaining units. Hyde Sukhumvit 11 is a 476-unit residential condominium project. It is currently under construction, expected to be completed by September 2017. Sale was launched in late March 2015. As of June 30, 2016, reservations and contracts have been made for 254 units covering the sale area of about 10,718 sq.m. We project the average sale rate at 8 units/month in 2016-2017 and 7 units/month in 2018 according to forecast by the Company’s management, and the average selling price at Baht 200,904/sq.m. based on the project’s average selling price. With the average area of 45.21 sq.m./unit, revenues from ownership transfers in 2017-2019 are estimated at Baht 547 million, Baht 3,425 million and Baht 351 million respectively. For the reservation deposits, contract signing deposits, down payments and ownership transfer fees of Hyde Sukhumvit 11, we have made reference to the condominium sale and purchase contract (“the contract”) which requires the buyer to pay a reservation deposit and contract signing deposit at 5% of the selling price of the condominium unit. As construction is still underway, the down payment is set at 10% of the selling price, payable in installments until completion of construction. It is projected that the ownership transfer and the remaining payment will be made within nine months after completion of construction, based on the assumption of the Company’s management. For sale of the remaining units after the construction is complete, the management projects payment of reservation deposit and contract signing deposit at 5% of the selling price. The remaining amount will be paid on the date of ownership transfer which is expected to be made within six months after the date of contract signing. The real estate projects in Rayong will be located on the land plot acquired by the Company in Q2/2016. The Company is currently conducting a detailed study on the projects, comprising a villa project, a high-rise condominium project and a low-rise condominium project. According to the preliminary projection by the Company’s management, the villa project will offer 45 units and

Opinion of the Company on the tender offer for securities of the Company Page 86 Thai Property Public Company Limited - Translation - Form 250-2

launch sales and ownership transfers from 2017 onwards. Down payment is set at 20% of selling price, payable in installments until completion of construction which is expected to take about 10 months. It is projected that the ownership transfer and the remaining payment will be made within three months after completion of construction. The Company’s management estimates total project value at Baht 2,235 million and forecasts revenues from ownership transfers at Baht 50 million in 2017 and recognition of revenues at Baht 497 million per year in 2018-2021 and Baht 199 million in 2022. For the high-rise condominium project in Rayong, the Company’s management initially expects that the project will offer 295 units, with construction to begin in late 2017 and ownership transfer to start in 2020 onwards. Down payment is set at 15% of selling price, payable in installments until completion of construction which is expected to take about 27 months. It is projected that the ownership transfer and the remaining payment will be made within three months after completion of construction. The Company’s management estimates total project value at Baht 2,260 million and forecasts revenues from ownership transfers at Baht 1,226 million in 2020 and Baht 1,034 million in 2021. The low-rise condominium project in Rayong is preliminarily projected by the Company’s management to consist of 70 units and to commence construction in late 2017. Down payment is set to be 15% of selling price, payable in installments until completion of construction which is expected to take about 24 months. Ownership transfers will be totally completed in 2019. Revenues from ownership transfers in such year are estimated at Baht 684 million. For the condominium project to be developed on Sukhumvit 30 Land acquired by U&I and the Company in Q3/2016, on which a detailed project study is underway, the Company’s management initially expects that the project will offer 196 units, with construction to begin in mid-2017 and ownership transfer to start in late 2018 onwards. Down payment is set at 15% of selling price, payable in installments until completion of construction which is expected to take about 16 months. It is projected that the ownership transfer and the remaining payment will be made within three months after completion of construction. The Company’s management estimates total project value at Baht 1,470 million, of which about Baht 390 million is the Company’s portion according to percentage of its land ownership. Revenues from ownership transfers of the condominium units for the Company’s portion are forecast at Baht 260 million in 2018 and Baht 130 million in 2019.

1.2 Cost of sales of real estate

We project cost of sales of Hyde Sukhumvit 13 in 2016 at Baht 254 million according to cost of the remaining units as at the end of 2015.

Opinion of the Company on the tender offer for securities of the Company Page 87 Thai Property Public Company Limited - Translation - Form 250-2

Cost of sales of Blue Lagoon in 2016 is estimated at Baht 32 million based on cost of the remaining units as of year-end 2015. For Hyde Sukhumvit 11, the Company’s management projects cost of project development based on the actual cost and the construction cost estimate by the contractor. We assume that cost, similar to revenue, will be recognized in 2017-2019 at the estimated amount of Baht 341 million, Baht 2,132 million and Baht 218 million respectively in proportion to the revenue recognition during the said period. Based on initial forecast by the Company’s management, cost of real estate project development in Rayong will be recognized in proportion to revenue recognition of the individual projects in each year, or is estimated at Baht 33 million in 2017, Baht 331 million per year during 2018-2021 and Baht 132 million in 2022 for the villa project; Baht 818 million in 2020 and Baht 690 million in 2021 for the high-rise condominium project; and Baht 453 million in 2019 for the low-rise condominium project. Cost of condominium project development on Sukhumvit 30 Land is initially forecast by the Company’s management to be recognized in proportion to revenue recognition of the individual projects in each year, or is estimated at Baht 166 million in 2018 and Baht 83 million per year in 2019.

3) Office building for rent business

PED, a subsidiary of the Company, engages in office building for rent business, i.e. Pacific Place which consists of two office buildings, namely One Pacific Place and Two Pacific Place. Major assumptions in the projection are as follows:

1.1 Rental and related service income

2016 2017 2018 2019 Expiry date of the leasehold right January 31, 2019 Net lettable area (sq.m.) - One Pacific Place 15,202 - Two Pacific Place 21,440 Occupancy rate (%) - One Pacific Place 96% - Two Pacific Place 100% Average rental rate (Baht/sq.m./month) - One Pacific Place 573 601 631 631

Opinion of the Company on the tender offer for securities of the Company Page 88 Thai Property Public Company Limited - Translation - Form 250-2

2016 2017 2018 2019 Growth rate per year (%) 5% 5% 5% 0% - Two Pacific Place 561 587 613 613 Growth rate per year (%) 4% 4% 5% 0% Ratio of following income to rental income (%) - Parking income 5% - Utilities income 10% - Income from other services 3%

- Occupancy rate The average occupancy rate in 2013-2015 was recorded at 86%, 96% and 96% for One Pacific Place respectively and 96%, 99% and 100% for Two Pacific Place respectively. We project the occupancy rate from 2016 onwards to be 96% for One Pacific Place and 100% for Two Pacific Place, which is equivalent to the average occupancy rate in 2015.

- Average rental rate In 2013-2015, the average rental rate stood at Baht 466/sq.m./month, Baht 493/sq.m./month and Baht 545/sq.m./month for One Pacific Place respectively, and Baht 486/sq.m./month, Baht 511/sq.m./month and Baht 537/sq.m./month for Two Pacific Place respectively. We estimate that the average rental rate of One Pacific Place will increase by 5% per year in 2016-2018 and in 2019 will be equal to that of 2018 due to expiry of the leasehold right in the first month of the year. For Two Pacific Place, the average rental rate will move up by 4%, 4% and 5% in 2016-2018 respectively. The rental rate of Pacific Club is based on the lease contract. For office space and commercial space for rent, the rental rate is expected to grow by 5% per year and in 2019 will be equal to that of 2018 due to expiry of the leasehold right in the first month of the year.

- Parking income Parking income accounted for 4%, 5% and 5% of rental income in 2013-2015 respectively. We project parking income to be 5% of rental income from 2016 onwards, which is equivalent to the average parking income to rental income ratio in 2013-2015.

- Utilities income Utilities income was 11%, 10% and 9% of rental income in 2013-2015 respectively. We forecast utilities income at 10% of rental income from 2016 onwards, which is equivalent to the average utilities income to rental income ratio in 2013-2015.

Opinion of the Company on the tender offer for securities of the Company Page 89 Thai Property Public Company Limited - Translation - Form 250-2

- Income from other services Income from other services in 2013-2015 represented 2%, 3% and 4% of rental income respectively. We project income from other services at 3% of rental income from 2016 onwards, which is equivalent to the average ratio of income from other services to rental income in 2013-2015.

1.2 Cost of rental and related services

Major cost of rental and related services includes utilities expense, building tax, building management fee, security fee, repair and maintenance cost, cleaning service fee, marketing expenses, etc. Cost of rental and related services in 2013-2015 was recorded at 45%, 43% and 39% of rental income respectively and is projected at 43% of rental income from 2016 onwards based on the average of this ratio in 2013-2015.

4) Selling and administrative expenses

1.1 Selling expenses

Major selling expenses are advertising and marketing expenses, transfer fee and specific business tax on transfer of condominium unit ownership, sale commission, staff expenses, etc. In 2013-2015, selling expenses amounted to Baht 155 million, Baht 335 million and Baht 186 million, representing 13%, 7% and 14% of revenues from hotel business and revenues from sale of real estate respectively.

Selling expenses of hotel business in 2013-2015 was Baht 93 million, Baht 87 million and Baht 93 million, representing 9%, 11% and 9% of revenues from hotel business respectively. For selling expenses of the Westin Hotel and Sheraton Hua Hin Hotel from 2016 onwards, the ratio of selling expenses to revenues from business is projected to be equal to the average ratio over the period 2013-2015. In case of Sheraton Pranburi Hotel, the ratio from 2016 onwards is forecast to be equal to that in 2015. Meanwhile, the Company’s management projects that Hyatt Sukhumvit Hotel will incur selling expenses of about Baht 350/room/night in 2017 which is the first year of its operation, and the selling expenses will increase by 3% per year from 2019 onwards. For the hotel in Rayong, the management initially forecasts its selling expenses at 5% of revenues from business.

Selling expenses of real estate business mainly come from Hyde Sukhumvit 11 project, the villa project, high-rise condominium project and low-rise condominium project in Rayong, and the condominium project on Sukhumvit 30 Land. For Hyde Sukhumvit 11, the Company estimates public relations and marketing expenses

Opinion of the Company on the tender offer for securities of the Company Page 90 Thai Property Public Company Limited - Translation - Form 250-2 at about 3.5% of total selling price of all units and sale commission at 1.5% of the unit price. In each unit sale, 50% of sale commission is paid upon reservation and contract signing of that unit. The rest will be paid after the ownership transfer. Ownership transfer fee and specific business tax are estimated based on the rates of the Department of Lands. The ownership transfer fee is estimated at 2.0% of the selling price and specific business tax at 3.3% of the selling price. The buyer and the Company will be jointly responsible for the ownership transfer fee, each of 50% of the total fee according to conditions specified in the sale and purchase agreement.

For the villa project, high-rise condominium project and low-rise condominium project in Rayong, the Company’s management initially forecasts public relations and marketing expenses at 5% of total selling price of all units of the villa project and at 3% of total selling price of all units of the high-rise condominium project and low-rise condominium project. Sale commission is projected at 3.3% of the unit price. In each unit sale, 50% of sale commission is paid upon reservation and contract signing of that unit. The rest will be paid after the ownership transfer. Ownership transfer fee and specific business tax are estimated based on the rates of the Department of Lands. The ownership transfer fee is estimated at 2.0% of the selling price and specific business tax at 3.3% of the selling price. The buyer and the Company will be jointly responsible for the ownership transfer fee, each of 50% of the total fee.

For the condominium project on Sukhumvit 30 Land, the Company’s management initially forecasts public relations and marketing expenses at 3% of total selling price of all units of the project and sale commission at 3.3% of the unit price. In each unit sale, 50% of sale commission is paid upon reservation and contract signing of that unit. The rest will be paid after the ownership transfer. Ownership transfer fee and specific business tax are estimated based on the rates of the Department of Lands. The ownership transfer fee is estimated at 2.0% of the selling price and specific business tax at 3.3% of the selling price. The buyer and the Company will be jointly responsible for the ownership transfer fee, each of 50% of the total fee.

1.2 Administrative expenses

Key administrative expenses include staff expenses, management fee, repair and maintenance expenses, supplies cost, public utilities expenses, and fees paid to hotel chains providing hotel management service for the Company, building tax, office rental, etc. The administrative expenses in 2013-2015 accounted for Baht 666 million, Baht 538 million and Baht 522 million, representing 46%, 10% and 32% of total revenues from hotel business, revenues from sale of real estate and rental income respectively. A considerable increase in the administrative expenses in 2013 resulted from expenses on the launch of Hyde Sukhumvit13, allowance for damages from litigation cases and compensation expense, allowance for tax penalty from sales of Crown Plaza Sukhumvit Project, and expenses on the launch of Sheraton Pranburi Hotel.

Opinion of the Company on the tender offer for securities of the Company Page 91 Thai Property Public Company Limited - Translation - Form 250-2

Administrative expenses of hotel business amounted to Baht 299 million, Baht 297 million and Baht 333 million or 30%, 36% and 32% of revenues from hotel business in 2013-2015 respectively and are forecast to increase by 3% per year from 2016 onwards in line with the inflation rate. Repair and maintenance expenses are estimated at 2% of revenues from business according to forecast by the Company’s management. Hotel management fee is based on the rate specified in the contract. Other expenses are set to be 2% of total revenues according to projection by the Company’s management. Administrative expenses of Hyatt Sukhumvit Hotel (excluding hotel management service contract) are forecast by the management to be Baht 1,140/room/night and to grow by 3% per year from 2019 onwards throughout the projection period. Other expenses of the hotel are estimated at 2%-3% of total revenues according to projection by the Company’s management. Administrative expenses of the hotel in Rayong (excluding hotel management service contract) are initially forecast by the management to be 18% – 19 % of total revenues. Other expenses of the hotel are estimated at 4% of total revenues based on forecast by the Company’s management.

Administrative expenses of Pacific Place mainly are management fee which we forecast to be equal to 12.50% of rental and related service income throughout the projection period. For 2016, we estimate extra expenses on building repair and maintenance at Baht 1.50 million/month for six months in line with the agreement made with WR. Professional service fee is projected to increase by 5% per year. The ratio of other expenses to rental income is assumed to be equal to the average of such ratio in 2013-2015.

Central administrative expenses mostly consist of staff expenses, rental fees, public utilities fees, etc. We estimate central expenses for GRAND and its subsidiaries to be Baht 130 million in 2016 according to forecast by the Company’s management and to increase by 3% per year in line with the inflation rate. Other central expenses of the Company are projected to be Baht 40 million in 2016 based on administrative expenses of the Company in 2015 and to increase by 3% per year in line with the inflation rate.

5) Interest expenses

We forecast the interest rate based on interest on loans specified in loan agreements and/or details and conditions of the existing credit lines, and also estimate interest rate for the projects under detailed study based on existing loan interest rates.

6) Income tax

Corporate income tax is set to be 20% of pre-tax profit.

Opinion of the Company on the tender offer for securities of the Company Page 92 Thai Property Public Company Limited - Translation - Form 250-2

7) Working capital

The average collection period, average age of inventory and average payment period for the hotel business are projected based on the average of these items recorded in 2013-2015, i.e. 31 days, 10 days and 58 days respectively.

8) Capital expenditure

Capital expenditure during the projection period will primarily be incurred from construction of Hyatt Sukhumvit Hotel and the hotel in Rayong. The Company’s management forecasts Hyatt Sukhumvit Hotel’s capital expenditure in 2016-2017 at Baht 977 million and Baht 598 million respectively and capital expenditure of the hotel in Rayong in 2016-2019 at Baht 230 million, Baht 214 million, Baht 376 million and Baht 434 million respectively. For other capital expenditure, provision for repair and maintenance expense is set under hotel administrative expenses, estimated at 1%-4% of total revenues of Hyatt Sukhumvit Hotel and at 2% of total revenues of other hotels.

Projection of revenues from all major projects of the Company is as shown below:

2016 2017 2018 2019 2020 2021 The Westin Hotel 626.88 653.02 680.25 708.62 738.17 768.95 Sheraton Hua Hin Hotel 458.31 498.73 520.57 543.37 567.18 592.02 Sheraton Pranburi Hotel 92.91 109.66 125.91 142.65 160.63 167.66 Hyatt Sukhumvit Hotel - 134.80 620.14 720.96 781.33 811.82 Hotel in Rayong - - - - 232.58 269.60 Hyde Sukhumvit 13 Condominium 733.57 - - - - - Hyde Sukhumvit 11 Condominium - 547.30 3,425.14 350.92 - - Blue Lagoon Condominium 43.25 - - - - - Real estate projects in Rayong - 49.67 496.67 1,181.12 1,722.43 1,530.90 Sukhumvit 30 condominium project - - 260.03 130.02 - - Rental and service fee income from PED 279.83 292.93 306.69 25.56 - -

2022 2023 2024 2025 2026 2027 The Westin Hotel 223.31 - - - - - Sheraton Hua Hin Hotel 617.95 645.02 673.27 702.76 733.54 765.67 Sheraton Pranburi Hotel 175.00 182.67 190.67 199.02 207.74 216.84

Opinion of the Company on the tender offer for securities of the Company Page 93 Thai Property Public Company Limited - Translation - Form 250-2

2022 2023 2024 2025 2026 2027 Hyatt Sukhumvit Hotel 843.53 878.42 912.72 948.39 987.58 1,026.16 Hotel in Rayong 316.55 342.93 356.64 370.91 385.75 401.18 Hyde Sukhumvit 13 Condominium ------Hyde Sukhumvit 11 Condominium ------Blue Lagoon Condominium ------Real estate projects in Rayong 198.67 - - - - - Sukhumvit 30 condominium project ------Rental and service fee income from PED ------

2028 2029 2030 2031 2032 2033 The Westin Hotel ------Sheraton Hua Hin Hotel 799.20 834.21 870.75 908.89 948.70 990.25 Sheraton Pranburi Hotel 226.34 236.25 246.60 257.40 228.93 - Hyatt Sukhumvit Hotel 1,066.29 1,110.32 1,153.72 1,198.86 1,248.33 1,297.15 Hotel in Rayong 417.22 433.91 451.27 469.32 488.09 507.62 Hyde Sukhumvit 13 Condominium ------Hyde Sukhumvit 11 Condominium ------Blue Lagoon Condominium ------Real estate projects in Rayong ------Sukhumvit 30 condominium project ------Rental and service fee income from PED ------

The Company’s financial projection prepared based on the key assumptions described above is as tabulated below:

2016 2017 2018 2019 2020 2021 Total revenues 2,290.70 2,342.05 6,491.34 3,859.17 4,267.17 4,260.92 Total costs of sales and services 838.52 1,010.52 3,464.73 1,877.83 2,072.63 1,994.06 Total expenses 1,185.42 1,369.14 1,914.78 1,601.22 1,801.75 1,723.76 Net profit 195.35 (53.30) 839.30 294.53 298.57 397.94 Net profit attributable to equity holders 100.07 (1.11) 406.02 134.70 113.29 151.65 of the Company

Opinion of the Company on the tender offer for securities of the Company Page 94 Thai Property Public Company Limited - Translation - Form 250-2

2022 2023 2024 2025 2026 2027 Total revenues 2,445.39 2,102.88 2,187.15 2,274.93 2,368.45 2,463.69 Total costs of sales and services 941.11 759.73 791.34 824.27 858.57 894.30 Total expenses 1,390.51 1,207.66 1,210.75 1,190.45 1,216.81 1,247.80 Net profit 61.04 78.33 113.21 181.98 207.84 229.47 Net profit attributable to equity holders 9.38 6.84 20.14 61.91 73.70 81.53 of the Company

2028 2029 2030 2031 2032 2033 Total revenues 2,562.90 2,668.54 2,776.18 2,888.31 2,967.89 2,848.87 Total costs of sales and services 931.52 970.29 1,010.68 1,052.76 1,077.59 1,008.17 Total expenses 1,280.08 1,314.11 1,351.75 1,393.47 1,419.53 1,381.22 Net profit 252.00 276.95 299.30 320.59 342.08 331.55 Net profit attributable to equity holders 89.70 98.82 106.85 114.42 122.04 116.62 of the Company

. Calculation of present value of cash flow

Based on the financial projection prepared under the above assumptions, we use cash flow to shareholders in each year for estimating its present value with a proper discount rate in order to derive an appropriate value of the Company. Here is the calculation formula adopted:

CFE CFE CFE CFE CFE + V V = (1) + (2) + (3) + (4) + (5) (5) (0) (1 + Ke) (1 + Ke)2 (1 + Ke)3 (1 + Ke)4 (1 + Ke)5

Where: V(0) = Current value of TPROP shares

CFE(t) = Cash flow to shareholders in year t Ke = Cost of equity

V(5) = Terminal value, which in this case is the share value as of the end of year 18

1) Terminal growth rate

In estimating the present value of cash flow, we have evaluated the terminal growth rate, meaning the growth rate of cash flow after year 18, which is the final year of the projection. The terminal growth rate is

Opinion of the Company on the tender offer for securities of the Company Page 95 Thai Property Public Company Limited - Translation - Form 250-2 assumed to be 1.0% per year, considering that TPROP’s business will continue to grow in line with its additional investment in the future.

2) Cost of equity (Ke)

The discount rate applied in the estimation of present value of cash flow to shareholders is derived from cost of equity (Ke). We apply the Capital Assets Pricing Model (CAPM) to find Ke under the following formula:

Formula: Ke = Rf + βL x (Rm – Rf)

Where: Rf = Risk free rate, which is based upon bid yield on the 30-year government bond, standing at 2.85% as of September 20, 2016 (available from Thai Bond Market Association at www.thaibma.or.th) Rm = Market return, which is derived from the average rate of return from investment on the SET over 1996-2015, comprising returns from an increase or decrease in SET Index and dividend yield. We have selected the market return over the past 20 years, which we believe should cover the market volatility over these past years and could thus serve as a proper benchmark in the current and future situation. The average 20-year market return is 10.35% per year (from www.setsmart.com).

βL = Beta (β), which is the variance between return on the Company’s shares and SET return (based on data from Bloomberg) and calculated from the historical weekly returns on TPROP shares and weekly market returns over September 21, 2013-September 20, 2016, with the beta of GRAND equal to 1.21 (data from Bloomberg). However, since TPROP has been classified in the Non Compliance and Non Performing Group (NC & NPG) and faced possible delisting due to financial conditions and operations, its shares are suspended from trading and its beta cannot be measured accordingly. We have instead applied the beta of GRAND, which is a TPROP subsidiary and a SET-listed company, because more than 50% of the Company’s revenues are derived from GRAND and its

Opinion of the Company on the tender offer for securities of the Company Page 96 Thai Property Public Company Limited - Translation - Form 250-2

subsidiaries, to determine the unleveraged beta, equal to 0.66, and could arrive at the leveraged beta of TPROP of 1.09.

Based on the above data, we have derived Ke of TPROP and GRAND at 11.00% and 11.89% respectively.

Under the assumptions and financial projection above, we have estimated an appropriate value of TPROP shares at Baht 0.53 per share, as illustrated in the table below: (Unit: Baht million) 2016 2017 2018 2019 2020 2021 Cash flow from operating activities (871.71) (548.77) 3,137.21 1,157.51 1,314.42 1,462.39 Cash flow from investing activities (520.61) (130.24) (399.16) (474.53) 2.23 2.23 Cash flow from financing activities 1,898.64 555.87 (1,439.62) (956.49) (935.37) (280.28) Free cash flow to shareholders 506.32 (123.14) 1,298.43 (273.51) 381.28 1,184.34

2022 2023 2024 2025 2026 2027 Cash flow from operating activities 614.11 284.20 369.02 385.02 403.06 421.03 Cash flow from investing activities 2.23 2.23 2.23 2.23 2.23 2.23 Cash flow from financing activities (281.88) (995.52) (125.07) (119.82) (114.56) (109.31) Free cash flow to shareholders 334.46 (709.08) 246.18 267.43 290.73 313.95

2028 2029 2030 2031 2032 2033 Cash flow from operating activities 439.76 460.79 482.30 505.23 540.90 506.83 Cash flow from investing activities 2.23 2.23 2.23 2.23 2.23 2.23 Cash flow from financing activities (104.06) (98.80) (12.45) (12.45) (12.45) (12.45) Free cash flow to shareholders 337.94 364.22 472.08 495.01 530.68 496.61 Terminal value 5,013.46

Baht million Shareholders’ value 3,757.49 Add: Cash and cash equivalents as of June 30, 2016 209.54 Total shareholders’ value 3,967.03 Less: Non-controlling interests of GRAND (2,267.27) Shareholders’ value of TPROP 1,699.76 Total number of paid-up shares of TPROP (million shares) 3,193.19 Share price (Baht/share) 0.53

Opinion of the Company on the tender offer for securities of the Company Page 97 Thai Property Public Company Limited - Translation - Form 250-2

In addition, we have conducted a sensitivity analysis on the share valuation, using the market return (Rm) and the terminal growth rate applied in the cash flow projection after 2033 onwards. The share value derived is shown in the table below:

Terminal growth rate (%)

0.00 0.50 1.00 1.50 2.00 9.35% 0.64 0.65 0.67 0.70 0.72 9.85% 0.57 0.58 0.60 0.62 0.64 Rm 10.35% 0.51 0.52 0.53 0.55 0.56 10.85% 0.45 0.46 0.47 0.49 0.50 11.35% 0.40 0.41 0.42 0.43 0.44

From the sensitivity analysis, TPROP shares are valued at between Baht 0.40 and Baht 0.72 per share.

5.2.2 Summary of TPROP Share Valuation

Offering Appraised Appraised value higher/(lower) than Valuation approach price* value offering price (Baht/share) (Baht/share) (Baht/share) (%) 1) Book value approach 0.84 0.54 (0.30) (35.29)% 2) Adjusted book value approach 2.1) Adjusted book value from consolidated 0.84 0.75 (0.09) (10.61)% financial statements of TPROP 2.2) Adjusted book value from separate 0.84 0.64 (0.20) (23.45)% financial statements of TPROP 3) Weighted average market price approach 0.84 N/A N/A N/A 4) Market comparables approach 4.1) Price to earnings ratio or P/E ratio 0.84 N/A N/A N/A 4.2) Price to book value ratio or P/BV ratio 0.84 2.04 – 2.17 1.20 – 1.33 143.42 – 158.54% 5) Discounted cash flow approach 0.84 0.40 – 0.72 (0.44) - (0.12) (52.08) – (14.19)% * Note The offering price at which PF offered to purchase the Company’s shares under the tender offer (Form 247-4) on April 27, 2015 was Baht 0.57 per share, whereas the appropriate share price appraised by the IFA according to the Company’s opinion on the tender offer (Form 250-2) dated May 6, 2015 was in a range of Baht 0.26 – 0.95 per share.

The value of TPROP shares as measured by different approaches ranges between Baht 0.40 and Baht 2.17 per share. However, we are of the opinion that the valuation of the Company’s shares by the book value

Opinion of the Company on the tender offer for securities of the Company Page 98 Thai Property Public Company Limited - Translation - Form 250-2 approach is not suitable because this method presents the Company’s financial position at a certain point in time, which is the outcome of past operations, but does not reflect the Company’s future profitability and operational performance. As such, the valuation of shares by this approach does not accurately reflect the share value.

The weighted average market price approach is one of the methods that could reflect, to some extent, the share value from the SET investors’ perspective towards the Company’s business potential and growth in each period of time, particularly for shares with trading liquidity. However, the Company has faced possible delisting and its shares have been suspended from trading on the SET. This approach therefore is not applicable to the valuation of TPROP shares.

In our opinion, the share valuation by the market comparables approach, comprising P/E ratio and P/BV ratio, is not suitable either. Although we have selected peer companies listed on the SET and operating business similar to the Company, they are still different from each other to some extent, especially in terms of business size and characteristics, target groups, location, name recognition, financial standing and operating results. Thus, the share value and financial ratios of the individual entities are viewed differently by the investors. The adoption of financial ratios of these peers in the share valuation could not truly reflect the Company’s share value. Accordingly, we deem that the market comparables approach is not suitable for the measurement of a fair value of TPROP shares.

The discounted cash flow approach takes into account the future business plan, profitability and business growth potential of the Company under assumption that the Company continues its business operation on a going concern basis according to its existing status and the present economic condition without business dissolution or disposal of any project and without a material change in its business plan. The Company’s business value is appraised from its cash flow generating ability under assumption that the Company completely develops all existing projects and could earn revenues in the future based on data on its historical performance and future business plan obtained from its management. Therefore, we consider that this approach is suitable for the appraisal of a true value of TPROP shares.

As regards the adjusted book value approach, despite an adjustment of some items to reflect the accurate book value at a certain point in time, this method could not portray the competitiveness, the economic and industrial trend, and, similar to the book value approach, the future profitability and operational performance of the Company. Normally, the value derived from this approach is used as a benchmark for disposal of business, especially a real estate business whose book value will be adjusted in accordance with the latest revaluation of its property projects by an independent valuer under assumption that the Company disposes of

Opinion of the Company on the tender offer for securities of the Company Page 99 Thai Property Public Company Limited - Translation - Form 250-2 all assets and dissolves its business if it can find a buyer to acquire all assets at a reasonable price within a short period of time. The value measured by this approach is always lower than the value derived from the discounted cash flow approach which focuses on future growth and business potentials. In this case, however, the value of TPROP shares measured by the adjusted book value approach is Baht 0.64 – 0.75 per share, which is higher than the share value derived from the discounted cash flow approach of Baht 0.40 – 0.72 per share. This is because the assets in some of its projects are still developable to deliver better performance than the present operation, thus leading the share value appraised in the business disposal scenario to be higher than the share value appraised on a going concern basis. For this reason, we recommend that the adjusted book value approach should also be used for measuring a fair value of the Company’s shares.

To sum up, we are of the opinion that the adjusted book value approach and the discounted cash flow approach are suitable for measurement of TPROP share value. The fair value of TPROP shares evaluated by these two approaches is in a range of Baht 0.40 – 0.75 per share.

Moreover, pursuant to the Capital Market Supervisory Board’s Notification No. TorChor 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers, the offering price for ordinary shares in case of a delisting tender offer must not be lower than the maximum price computed according to the following criteria: Calculated price 1) The highest price at which the Offeror or persons under Section 258 of the None* Offeror have acquired the ordinary shares or preferred shares during a 90-day period before the date of submission of tender offer document to the SEC 2) The weighted average market price of the shares during five business None days before the date on which the Company’s Board of Directors resolves to propose the delisting of securities for the shareholders’ meeting’s consideration or the date on which the shareholders’ meeting resolves to approve the delisting, whichever is earlier 3) The Company’s net asset value calculated based on the book value that Baht 0.64 – 0.75 per share has been adjusted to reflect the latest market value of the Company’s assets and liabilities 4) The fair value of the Company’s shares as appraised by a financial advisor Baht 0.40 – 0.75 per share Note: * According to the tender offer made by the Offeror

Opinion of the Company on the tender offer for securities of the Company Page 100 Thai Property Public Company Limited - Translation - Form 250-2

Therefore, the said offering price for TPROP shares of Baht 0.84 per share meets the above requirement, or is not lower than the maximum price calculated according to the above four methods.

5.3 Reasons to accept and/or reject the tender offer

We recommend that the shareholders should accept the tender offer based on the following rationales:

5.3.1 Reasonableness of the offering price

We are of the opinion that the offering price is reasonable because, when comparing a fair value of the Company’s shares in a range of Baht 0.40 – 0.75 per share with the offering price of Baht 0.84 per share, it is found that the fair value is lower than the offering price by Baht 0.09 – 0.44 per share or 10.61% - 52.08%. Furthermore, the Company’s shares have been suspended from trading on the SET as TPROP has been classified by the SET into the group facing possible delisting due to financial conditions and operations (Non Compliance and Non Performing Group: NC & NPG) and, hence, its shares have had no trading liquidity.

The offering price of Baht 0.84 per share is compliant with the guidelines set forth in the Notification of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers, stipulating that the offering price for ordinary shares in case of a delisting tender offer must not be lower than the maximum price calculated according to the following criteria:

(1) The highest price at which the Offeror or persons under Section 258 of the Offeror have acquired the ordinary shares or preferred shares during a 90-day period before the date of submission of tender offer document to the SEC (2) The weighted average market price of the shares during five business days before the date on which the Company’s Board of Directors resolves to propose the delisting of securities for the shareholders’ meeting’s consideration or the date on which the shareholders’ meeting resolves to approve the delisting, whichever is earlier (3) The Company’s net asset value calculated based on the book value that has been adjusted to reflect the latest market value of the Company’s assets and liabilities (4) The fair value of ordinary shares or preferred shares of the Company as appraised by a financial advisor

Opinion of the Company on the tender offer for securities of the Company Page 101 Thai Property Public Company Limited - Translation - Form 250-2

5.3.2 Checks and balances by shareholders who are not the Offeror

The shareholders who continue holding TPROP shares may be exposed to risk involved with checks and balances by the shareholders who are not the Offeror. If, after the tender offer, the Offeror could acquire more than 90% of the total paid-up shares of the Company, the Offeror will then have power to control voting at the shareholders’ meeting on any issues which require that there must not be dissenting votes of more than 10% of the total number of votes of the shareholders who attend the meeting, including matters such as a delisting of the Company’s shares from the SET, an issue and offering of new securities to directors or employees, an issue and offering of new securities at a low price, as well as a call for shareholders’ meeting by at least 25 shareholders with an aggregate shareholding of not less than 10% of the total issued and paid-up shares. Therefore, the shareholders who are not the Offeror may be unable to gather sufficient votes to exercise checks and balances against the Offeror regarding such matters.

5.3.3 TPROP’s listed company status after the tender offer

The Offeror makes this tender offer in order to delist TPROP shares from the SET. On August 25, 2016, the Extraordinary General Meeting of Shareholders No. 1/2016 of the Company resolved to approve the delisting of the Company’s shares from the SET. Later on September 12, 2016, the SET Board of Governors granted approval for the said delisting on condition that the Offeror shall make a tender offer for all securities from the Company’s shareholders in accordance with the regulations prescribed by the Capital Market Supervisory Board before the SET will determine the date of the delisting. The impacts posed by the delisting on the Company’s shareholders are as follows:

(1) No secondary market for trading TPROP shares and a lack of trading liquidity After the delisting, there will be no secondary market in which to trade the Company’s shares, hence a lack in share liquidity and also in market price to be used as a benchmark for trading the shares. The shareholders will then find it difficult to sell their shares in the Company. However, as the Company’s shares have been suspended from trading for longer than 10 years, there is neither a reference market price nor trading liquidity for its shares. This tender offer, therefore, provides an opportunity for the shareholders who wish to sell out their shares to tender the shares to the Offeror.

(2) Loss of tax benefit for shareholders who are individual persons In case the Company still maintains the status of listed company, the shareholders who are individual persons and trade shares on the stock market are exempted from capital gain tax pursuant to the Ministerial Regulation No. 126 (B.E. 2509), Clause 2 (23). Therefore, after the Company is delisted from the SET, its shareholders will not be entitled to such tax benefit. Moreover, if, after the delisting, Thailand Securities

Opinion of the Company on the tender offer for securities of the Company Page 102 Thai Property Public Company Limited - Translation - Form 250-2

Depository Co., Ltd. (“TSD”) no longer acts as registrar of the Company’s securities, the transferors of the Company’s shares, whether individual or juristic persons, will not be exempted from the stamp duty of 0.1% of the paid-up price or the par value, whichever is greater, in accordance with the Royal Decree issued by virtue of the Revenue Code Governing Tax Exemption (No. 10) B.E. 2500 and the subsequent amendment under the Royal Decree (No. 351) B.E. 2542. Nonetheless, as the Company’s shares have been suspended from trading for longer than 10 years, this tender offer, therefore, provides an opportunity for the shareholders who are individual persons and wish to sell out their shares to tender the shares to the Offeror via the SET in order to be exempted from tax on capital gain (if any) before the delisting.

(3) Change in type of return on investment Given that the Company is able to rectify causes of delisting and resume trading of its shares on the SET, the shareholders will then have a chance to receive return on investment in the form of capital gain. However, in case the Company is delisted and, hence, there is no secondary market for trading its shares, it will become more difficult for the shareholders to enjoy capital gain because the shareholders who wish to sell the shares will have to find a buyer by themselves and there will be no reference market price for share selling. Thus, the shareholders will receive the return on investment mainly from dividend payable by the Company. As discussed earlier, as the Company’s shares have been suspended from trading since 2000, the shareholders have long been in such circumstances where there is no secondary market for trading the shares and no chance to receive capital gain from trading the shares on the SET. Besides, the Company’s dividend payment policy may change after its listed company status is terminated.

(4) Limited access to the Company’s news and information All listed entities are obligated to disclose their information in accordance with the SET Notification Re: Guideline on Disclosure of Information of Listed Companies. Thus, after the delisting, the Company will no longer have to comply with the SET’s disclosure requirement, leading the minority shareholders to gain a limited access to the Company’s news and information. Moreover, if, after this delisting tender offer, other shareholders, who are not the Offeror, persons acting in concert and related persons under Section 258, hold an aggregate of not more than 5% of the total issued and paid-up shares or the total number of shareholders is not over 100, the Company will not be required to prepare and submit its financial statements and reports on its financial position and operating results to the SEC pursuant to the Capital Market Supervisory Board’s Notification No. TorChor. 11/2552 Re: Rules, Conditions and Procedures for Disclosure of Financial Position and Operating Performance of Securities Issuing Companies.4 At the same time, the Company’s directors, executives and auditor will not be required to prepare and submit a report on their holding of the Company’s securities in

4 Except for companies that have duty to prepare and submit financial statements and reports relevant to their issuance of debentures, financial notes or derivative warrants.

Opinion of the Company on the tender offer for securities of the Company Page 103 Thai Property Public Company Limited - Translation - Form 250-2 accordance with the SEC Notification No. SorChor. 12/2552 Re: Preparation and Disclosure of Report on Securities Holding of Director, Executive and Auditor.

Nonetheless, the Company will remain as a public company and, hence, still has duty to disclose and submit its information as required under the Public Limited Companies Act B.E. 2535, including a notice of shareholders’ meeting, a copy of minutes of the shareholders’ meeting, annual reports together with balance sheets and income statements, and so on. Moreover, the Company’s information might be disclosed as part of the information disclosure of the Offeror because the Company will be a subsidiary of the Offeror which is a listed company on the SET.

5.4 Benefits or impacts from the plans and policies indicated in the tender offer and viability of such plans and policies

We have considered the business plans and policies indicated by the Offeror in the tender offer document and then analyzed the benefits and impacts that could arise from the tender offer, which are as follows:

5.4.1 Impact from the listed company status

As this is a delisting tender offer, the minority shareholders of the Company may be affected by such delisting. For instance, they may not be able to easily sell the Company’s shares since there is no secondary market to trade the shares and the minority shareholders who are individual persons will not be entitled to capital gain tax exemption. They may also receive less information on the Company after the delisting as the Company will not be required to comply with the SET’s disclosure rules. Moreover, if, after the delisting, the minority shareholders hold an aggregate of not more than 5% of the total issued and paid-up shares or the total number of shareholders of all types is fewer than 100, the Company will not be required to prepare and submit its financial statements and reports on its financial position and operating results, including reports on securities holding of the Company’s directors, executives and auditor, to the SEC.

5.4.2 Impact from the business management plan and policy

As indicated in the tender offer (Form 247-4), the Offeror has no intention to change the main business objectives of the Company and has no plan to materially change the policy or plan on business operation, organization structure, management, investment plan and plan on core asset disposal of the Company within 12 months from the end of the tender offer period. Moreover, the Offeror has no plan to sell or transfer TPROP shares acquired from the tender offer to other parties in a significant amount, except where the Offeror

Opinion of the Company on the tender offer for securities of the Company Page 104 Thai Property Public Company Limited - Translation - Form 250-2 undertakes a business or organization or shareholding restructuring within the group, or is obligated to act in compliance with the laws, rules and regulations then in force or to fulfill the obligations under agreements then binding upon the Company.

Based on the above business management policy and plan, we deem that the shareholders will unlikely be affected by the business plan and management policy of the Company which will not be changed significantly. However, the shareholders might be affected had there been a change in the dividend payment policy of the Company in the future.

5.5 Benefit to and impact on the shareholders who reject the tender offer (only in case of a tender offer for delisting under the SET regulations)

This tender offer is made for voluntary delisting of TPROP’s securities from the SET. The shareholders who do not accept the said tender offer will still be entitled to rights stipulated in the Public Limited Companies Act B.E. 2535 such as right to receive dividend if the Company announces dividend payment in the future.

In addition, the shareholders who do not accept the tender offer will be affected from checks and balances by shareholders who are not the Offeror ( see details in Item 5.3.2 ‘Checks and balances by shareholders who are not the Offeror’) and also from the delisting of the Company’s shares (see details in Item 5.3.3 ‘TPROP’s listed company status after the tender offer’).

5.6 Conclusion of the IFA’s opinion

We are of the opinion that the offering price of Baht 0.84 per share is appropriate since it is higher than the fair value of the Company’s shares appraised in a range of Baht 0.40 – 0.75 per share by Baht 0.09 – 0.44 per share or 10.61% – 52.08%.

Moreover, this is a tender offer for delisting of the Company’s securities from the SET as approved by the Extraordinary General Meeting of Shareholders No. 1/2016 held on August 25, 2016 and approved by the SET Board of Governors on September 12, 2016, subject to the condition that the Offeror shall make a tender offer for all securities from the shareholders. As a consequence, after completion of the tender offer, the Company’s ordinary shares will no longer be listed securities. Its minority shareholders who continue holding the shares will then be affected from checks and balances against the major shareholders, together with impacts from the delisting such as no secondary market for trading the shares, loss of benefit from capital gain tax exemption for shareholders who are individual persons, change in type of return on investment, and a limited access to news and information about the Company.

Opinion of the Company on the tender offer for securities of the Company Page 105 Thai Property Public Company Limited - Translation - Form 250-2

Therefore, we recommend that the shareholders should accept the tender offer proposed by the Offeror.

In deciding whether to accept or reject the tender offer, the shareholders are recommended to ponder on the information and opinion in various aspects provided by the IFA, and the final decision rests with the shareholders’ individual judgment. We have presented the information and opinion based on the information and documents obtained from the Company and from interviews with its management and concerned staff, assuming that the said information is reliable, complete and accurate. However, it is by no means any of our intention or action to indicate or imply that we have certified the accuracy or completeness of the information and the assumptions adopted in the rendering of our opinion in this report. The assumptions used for the financial projection are based only upon the economic situation and information prevailing at the time of preparing this study. Should there be any material change in these factors, it could affect our opinion given herein.

We, Beyond Advisor Co., Ltd., as the Independent Financial Advisor, hereby certify that we have provided opinion on the transaction described above with due care and in accordance with professional standards, by paying attention primarily to the interest of the shareholders.

Yours sincerely, Beyond Advisor Co., Ltd.

____Suwanna Tantisricharoenkul____ (Miss Suwanna Tantisricharoenkul) Managing Director

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